my little phantom friendship is ghostly
by etrigan the demon
Summary: the show of my little pony with danny phantom in it no dp universe
1. Chapter 1

**Hello, I'm etrigan the demon. If you have read my other story, you might like this one. Chapter One explanations enjoy!**

Hi, I'm Phantom Fan 21 and I'm help Etrigan with his stories. This story is base off of first season of MLP:FIM. Now here a twist, Danny Phantom is going to be in it and both him and Twilight are siblings! So there no DP universe. I don't know if the other DP characters are going to be in but me and Etrigan will work it out.

* * *

**phantom was a strange pony startling everyone as he can see and speak to the dead his coat white with black hooves and a black mane and tail**

**Chapter 1 Narrator Pov,**

_Once upon a time, in the magical land of Equestria, there were two regal sisters who ruled together, and created harmony for all the land. To do this, the eldest used her unicorn powers to raise the sun at dawn; the younger brought out the moon to begin the night. Thus, the two sisters maintained balance for their kingdom and their subjects, all the different types of ponies. But as time went on, the younger sister became resentful. The ponies relished and played in the day her elder sister brought forth, but shunned and slept through her beautiful night. One fateful day, the younger unicorn refused to lower the moon to make way for the dawn. The elder sister tried to reason with her, but the bitterness in the young one's heart had transformed her into a wicked mare of darkness: Nightmare Moon._

_She vowed that she would shroud the land in eternal night. Reluctantly, the elder sister harnessed the most powerful magic known to ponydom: the Elements of Harmony. Using the magic of the Elements of Harmony, she defeated her younger sister, and banished her permanently in the moon. The elder sister took on responsibility..._

** Twilight's Pov,**

_'f__or both sun and moon _and harmony has been maintained in Equestria for generations since.'__ I read from the book along side my younger brother Phantom.

Phantom was a white unicorn with a black mane and tail with icy blue eyes and an cutie with a moon that had three stars over it.

"Hmm... Elements of Harmony. I know I've heard of those before... but where?" I ask out loud.

"Does that mean we are going back to the Castle?" Phantom ask me.

* * *

**Danny or Phantom Pov,**

Both me and Twilight ran to the castle as fast as we could. I don't know why we didn't teleport there but once Twilight get her mind on something it stays. We soon came to a few unciorns that we both knew. The one name Twinkleshine also spotted us and stop us as well.

"There you are, Twilight and Phantom!," She said, "Moondancer is having a little get-together in the west castle courtyard. You wanna come?"

I was more then happy to go but Twilight had other plans.

"Oh, sorry, girls... We've got a lot of studying to catch up on." Twilight said and ran off.

I follow her but not before hearing Twinkleshine said, "Does that pony do anything except study? I think she's more interested in books than friends."

I follow after Twilight, hearing her say, "I know I've heard of the Elements of Harmony." before reaching the castle.

"Twi? I understand the name sounds familiar but you can't keep doing this." I said as she open the door.

"Spike! Spi-ike! Spike?" She call out, ignoring me.

We both turn to see an purple dragon with green spines running on his back and a red box on his tail that I believe was a present.

"There you are. Quick, find me that old copy of _Predictions and Prophecies_.", She said before notices the present, "What's that for?"

"Well, it _was_ a gift for Moondancer, but..." Spike started to say.

"We came in and made you land on it." I finish for him.

Both me and Twilight saw Spike as an little brother, though I'm younger then Twilight. About one year apart.

"Oh Spike, you know we don't have time for that sort of thing." Twilight said.

"Yes we do." I groan and watch as Twilight take every book she found.

"But we're on a break!" Spike complain.

"No, no, no... no, no, no! _Spike_!" She shouted as I walk up to help her.

"It's over here!" Spike call from the top of a ladder.

Twilight took the book in her magic and made Spike fall from the ladder. I quickly caught him and place all the books Twilight got away before joining her.

"Ah! _Elements_, _Elements_, E, E, E... Aha! _Elements of Harmony, see: Mare in the Moon_?" Twilight said confuse after reading what was found.

"_Mare in the Moon?_" I repeated.

"_Mare in the Moon_? But that's just an old ponies' tale." Spike said.

"You never know Spike. One story can lean to another." I said as Twilight turn to the page that explain the about the Mare in the Moon.

"Mare, mare... aha! _The Mare in the Moon, myth from olden pony times. A powerful pony who wanted to rule Equestria, defeated by the Elements of Harmony and imprisoned in the moon. Legend has it that on the longest day of the thousandth year, the stars will aid in her escape, and she will bring about nighttime eternal!_" Twilight read then gasp. "Spike! Do you know what this means?"

"No.", He said before getting knock down again, "Ow."

I once more help him up and heard Twilight say, "Take a note please, to the Princess."

I groan. Princess Celestia was Twilight teacher and mentor. The princess has agree to let me stay with Twilight after discover that I had two cutie marks but my main one always stay and my other only show if I use my other magic. Still there was something about this that made me wounder. Is the Mare in the Moon a true tale?

"Okie dokie." Spike said and took out a quill and a scroll.

"_My dearest teacher, my continuing studies of pony magic have led me to discover that we are on the precipice of disaster!" _Twilight said as Spike word it down.

"Hold on. Preci... preci..." He try to write.

I couldn't help but to chuckle at that, Spike always had trouble writing big words.

"Threshold." Twilight said hoping that would help.

"Threh..." Spike said again as I started to laugh.

"Uh, brink? Ugh, that something really bad is about to happen!", Twilight yell, giving Spike a better way to to explain, _"For you see, the mythical Mare in the Moon is in fact Nightmare Moon, and she's about to return to Equestria, and bring with her eternal night! Something must be done to make sure this terrible prophecy does not come true. I await your quick response. Your faithful student, Twilight Sparkle."_

I sigh, I really did not like this.

"Twilight Sparkle. Got it!" Spike said as he wrote down Twilight name.

"Great! Now send it." She said.

"Now?" Spike ask.

"Of course!" Twilight said.

"Twilight, you know that the Summer Sun Celebration coming up and it's like, the day after tomorrow." I said, knowing that Celestia would be busy getting ready for it.

"That's just it, Phantom. The day after tomorrow is the thousandth year of the Summer Sun Celebration! It's imperative that the Princess is told right away!" Twilight said as I sigh.

"Impera... impera..." Spike try to say.

"_Important!" _We both yell making him fall back.

"Okay, okay!", He said and stood up. He blew his green fire on the scroll and it was on it way, "There, it's on its way. But I wouldn't hold your breath..."

"Oh, I'm not worried, Spike. The Princess trusts me completely. In all the years she's been my mentor she's never once doubted me." Twilight said as I face hoof.

Spike soon blech up a scroll and I said, "That was fast."

"See? I knew she would want to take immediate action." Twilight said as I roll my eyes.

Spike clear his throat and started to read, "_My dearest, most faithful student Twilight. You know that I value your diligence and that I trust you completely."_

"Mm-hm!" Twilight said proudly before what was read next took us both by surprise.

_"...but you simply must stop reading those dusty old books!" _Spike read.

"OK, didn't see that one coming." I said as Twilight gasp.

* * *

**3rd Person Pov,**

Twilight, Phantom, and Spike was on a chariot that was run by two royal guards.

_"My dear Twilight, there is more to a young pony's life than studying, so I'm sending you to supervise the preparations for the Summer Sun Celebration in this year's location: Ponyville. And, I have an even more essential task for you to complete: make some friends!" _Spike read fro another scroll.

_'I see that even Celestia wanted Twilight to make some friends.' _Phantom thought as Twilight groan.

"Look on the bright side, Twilight. The Princess arranged for you to stay in a library. Doesn't that make you happy?" Spike said and Twilight started to beam.

"Yes, yes it does. You know why? Because I'm right! I'll check on the preparations as fast as I can, then get to the library to find some proof of Nightmare Moon's return." Twilight said.

"Then... when will you make friends, like the Princess said?" Spike ask.

"She _said_ to check on preparations. I am her student, and I'll do my royal duty, but the fate of Equestria does not rest on me making friends." Twilight said.

"Sounds like you're disobeying her orders." Phantom said.

"I am not!" Twilight shouted as they pull up to the place know as Ponyville.

They hop off and Twilight said to the guards, " Thank you sirs."

Phantom look around and saw it was a small town and had all three types of ponies. He look around some more as Spike and Twilight talk.

"Maybe the ponies in Ponyville have interesting things to talk about. Come on, Twilight, just try!" Spike said as an pink earth pony walk up to them.

"Um... hello?" Twilight said.

The pink earth pony made a weird gasp and ran off, leaving the three confuse.

"Well, that was interesting all right." Twilight said as Spike sigh and Phantom shook his head.

* * *

**Twilight Pov,**

"Summer Sun Celebration official overseer's checklist. Number one, banquet preparations: Sweet Apple Acres." Spike said as me and Phantom enter the so name place.

We both saw an orange earth pony with a blond mane and tail that was tried at the ends with three apples as her cutie mark and a hat on her head.

"Let's get this over with.", I said and walk to her, "Good afternoon. My name is Twilight Sparkle-"

I stop as the earth pony shook my hoof really fast.

"Well, howdy-doo, Miss Twilight, a pleasure makin' your acquaintance. I'm Applejack. We here at Sweet Apple Acres sure do like making new friends!" She said before letting go.

"Friends? Actually, I-" I said as Phantom stop me from shaking as Spike chuckle.

"So, what can I do you for?" Applejack ask.

"Well, I am in fact here to supervise preparations for the Summer Sun Celebration. And you're in charge of the food?" I said and ask.

"We sure as sugar are! Would you care to sample some?" Applejack answer then ask us.

"As long as it doesn't take too long..." I said before Applejack ring an triangle.

"_Soup's on, everypony!" _She shouted before a herd of earth ponies ran pass us and push us near a lone table.

We look around and saw there had to be over 50 of them.

"Now, why don't I introduce y'all to the Apple family?" Applejack said.

"Thanks, but I really need to hurry-" I said before Phantom place an apple in my mouth.

"This here's Apple Fritter. Apple Bumpkin. Red Gala. Red Delicious, Golden Delicious, Caramel Apple, Apple Strudel, Apple Tart, Baked Apples, Apple Brioche, Apple Cinnamon Crisp...", She stop for a breath, "Big McIntosh, Apple Bloom and Granny Smith. Up'n'attem, Granny Smith, we got guests."

We turn to see an light green old mare sleeping in a rocking chair before she awoke up by Applejack voice.

"Wha..? Soup's on? I'm up, here I come, ahm comin'..." She said sleepy.

Soon all the Apples was looking at us.

"Nice to met you all. My name is Phantom. I'm Twilight younger brother." Phantom said.

"Why, I'd say you two are already part of the family!" Applejack said and I spit out the apple.

"Okay, well, I can see the food situation is handled, so we'll be on our way." I laugh nervously.

"Aren't you gonna stay for brunch?" Apple Bloom ask me.

"Sorry, but we have an awful lot to do..." I said.

The family made a disappointed sigh as Phantom gave me a sour look.

"...Fine." I said giving up.

* * *

**Phantom Pov,**

We left Sweet Apple Arcs with our bellies full. Though Applejack and her family went all out with Twilight.

"Food's all taken care of, next is weather." Spike said.

"Ugh... I ate too much pie..." Twilight groan.

"That what you get for turning them down." I told her as she glare at me.

"Hmm, there's supposed to be a Pegasus pony named Rainbow Dash clearing the clouds." Spike said.

Me and Twilight both look into the sky and saw it was very cloudy.

"Well, she's not doing a very good job, is she?" Twilight said before she was hit by a blur.

I turn to see Twilight and and Cyan pegasus with a rainbow mane and tail with a cloud that had a rainbow lighting bolt coming from it.

"Uh, 'scuse me?" She said, laughing sheepishly and got off of her.

I could now see that Twilight land right in a mud puddle and she was cover in mud. She glare up at the Pegasus who laugh even more sheepishly.

"Lemme help you." She said and fly off.

She came back with a rain cloud and pour all the water on her and left her really wet.

"Oops, I guess I overdid it." The pegasus said laughing ever more nervous.

" Um, uh, how about this? My very own patented Rain-Blow Dry!", She said and making a rainbow tornado, "No no. Don't thank me. You're quite welcome."

However, the action left my sister with a mess up mane and we both try to hold it in but we started laughing with Spike joining us a few seconds later.

"Let me guess. You're Rainbow Dash." Twilight ask a bit sourly.

"The one and only.", She said standing up, "Why, you heard of me?"

"I _heard_ you were supposed to be keeping the sky clear.", Twilight said then sigh, "I'm Twilight Sparkle and this is my younger bother Phantom, and the Princess sent us to check on the weather."

"Yeah, yeah, that'll be a snap. I'll do it in a jiffy. Just as soon as I'm done practicing." Rainbow said as she lay back on a cloud.

"Practicing for what?" I ask.

"The Wonderbolts!" Rainbow cheer happily, "They're gonna perform at the Celebration tomorrow, and I'm gonna show 'em my stuff!"

I smile, sounds like her dream, my was to travel into the stars.

"_The_ Wonderbolts?" Twilight ask.

"Yep!" Rainbow answer as if it was no big deal.

"The most talented flyers in _all_ of Equestria?" Twilight ask again.

"That them." Rainbow said happily.

"Pfft! Please. They'd never accept a Pegasus who can't even keep the sky clear for one measly day." Twilight said.

"I'm afraid she has an point." I agree.

"Hey, I could clear this sky in ten seconds flat." Rainbow said getting a little fed up.

"Prove it!" Twilight challenge her.

We watch as Rainbow shoot into the air and I started counting. We were well shock to see that Rainbow was living up to what she said. We watch as clouds left and right disappear from the sky.

"Loop the loop around, and wham! What'd I say? Ten. Seconds. Flat. I'd never leave Ponyville hanging." Rainbow Dash said as I thought I heard a sheep near by.

"You should see the look on your faces. Ha! You're a laugh, Twilight Sparkle. And so are you Phantom. I can't wait to hang out some more." Rainbow said and flew off

I like her. I thought watching her leave

"Wow, she's amazing!" Spike said before laughing at her mane again.

I shook my head chuckling as Twilight groan and walk away.

"Wait! It's kinda pretty once you get used to it!" Spike said as we rush to catch up.

* * *

**Twilight's Pov,**

We enter the Ponyville Town Hall and saw that everything was ready for the Celebration.

"Decorations. Beautiful..." I heard Spike said and look around.

"Yes, the decor is coming along nicely. This ought'a be quick. I'll be at the library in no time. Beautiful indeed." I said as Phantom nods.

"Not the decor, her!" Spike said pointing at a unicorn.

She had a white fur coat like Phantom's with a purple mane and tail that curl up at the end. She had three diamonds on her flank.

"No, no, no, oh! Goodness no." We hear her say as we watch her look through some ribbons.

"How are my spines? Are they straight?" Spike ask.

"Move it Dragon Boy." Phantom said and push him forward.

"Good afternoon-" I started to said before the mare over spoke me.

"Just a moment, please! I'm 'in the zone', as it were. Oh, yes! Sparkle always does the trick, does it not? Why, Rarity, you are a talent. Now, um, how can I help yo-", She suddenly gasp when she saw me, "Oh my stars, darling! Whatever happened to your coiffure?!"

"Oh, you mean my mane? Well, it's a long story. I'm just here to check on the decorations, and then I'll be out of your hair!" I said hoping that I can get out of there before she try to be friends with me.

"Out of _my_ hair? What about _your_ hair?!" Rarity said and started pushing me away from Town Hall.

"Wait! Where are we going?! Help!" I cry with Phantom following me while carry Spike, who had love sick all over his face.

We arrive at Rarity house which was also a Dress shop and she was putting me through tons of dresses as Phantom laugh.

"No, no, uh-uh. Too green. Too yellow. Too poofy. Not poofy enough. Too frilly. Too... shiny. Now go on, my dear. You were telling me where you're from." Rarity said after a few dresses.

"Me... and my... brother... been sent... from Canterlot... to-" I wheeze before I felt Rarity fling off my back.

"_Canterlot_?! Oh, I am so envious! The glamor, the sophistication! I have always dreamed of living there! I can't wait to hear all about it! We are gonna be the best of friends, you and I... _Emeralds_?! What _was_ I thinking? Let me get you some rubies!" She started before noticing some on her dress.

I took the chance to get out there.

"Quick! Before she decides to dye my coat a new color!" I said and Phantom follow right behind me carry Spike once more.

* * *

**Phantom's Pov,**

I was still chuckling at all the dresses Twilight was wearing while Spike was still in love sick mode.

"Wasn't she wonderful?" He ask.

"Focus, Casanova. What's next on the list?" Twilight said and ask.

"Oh, uh, music! It's the last one!" Spike said looking at it.

"Hey, I hear some right now." I said as music fill the air.

We soon came to where we saw an yellow pegasus with a light pink mane and tail and three pink butterflies on her flank. We listen to the song was pay by the birds on a near by tree.

"Oh my. Um, stop please, everyone, umm. Excuse me, sir? I mean, no offense, but your rhythm is just a teeny-tiny bit off. Now, follow me, please. A-one, a-two, a-one two three-" She said sounding very quite.

"Hello." Twilight said scaring her and the birds.

I face-hoof and walk up next to my sister.

"Oh my, I'm so sorry, I didn't mean to frighten your birds. I'm just here to check up on the music and it's sounding beautiful." Twilight said.

The Pegasus landed on the ground and kick her hoof on the ground.

_'She must be shy around new ponies' _I thought.

"I'm Twilight Sparkle." Twilight said.

"And I'm her brother, Phantom. What your name?" I said and ask.

"Um... I'm Fluttershy." She said very quiet.

"I'm sorry, what was that?" Twilight ask.

"Um... My name is Fluttershy." She said even quieter.

"Didn't quite catch that." I said.

She spoke so quietly that she made a squeak. We stood there for few seconds and saw the birds return.

"Well, um, it looks like your birds are back, so I guess everything's in order. Keep up the good work!" Twilight said as we both walk away.

"Oookay.", Twilight said as Spike walk up, " Well, that was easy."

Then we were push to the side as the pegasus ran up to Spike.

"A baby dragon!", She said now louder then her first time speaking, "Oh, I've never seen a baby dragon before. He's sooo cute!"

"Well, well, well...!" Spike said smirking at us.

"Don't let it get to your head." I told him.

"Oh my, he talks. I didn't know dragons could talk. That's just so incredibly wonderful I, I just don't even know what to say!" She said happily.

"Well, in that case we'd better be going." Twilight said and and pick up Spike and put him on her back.

"Wait, wait! What's his name?" The yellow Pegasus ask as I walk up.

"I'm Spike!" He answer.

"Hi Spike, I'm Fluttershy. Wow, a talking dragon! And what do dragons talk about?" Fluttershy then ask.

"Well, what do you wanna know?" Spike ask

"Absolutely _everything_." Fluttershy said.

Both me and Twilight groan as Spike started to talk about how he came to this world.

"Well... I started out as a cute little purple and green egg..."

* * *

**3rd Person Pov,**

Phantom, Twilight, Fluttershy and Spike walk through Ponyville with Spike telling Fluttershy about his life.

"...and that's the story of my whole entire life! Well, up until today. Do you wanna hear about today?" Spike then ask.

"Yes please!" Fluttershy said.

Twilight quickly turn around and said, "I am so sorry, how did we get here so fast? This is where me and my brother are staying while in Ponyville and my poor baby dragon needs his sleep."

"No I don't- whoa!" Spike try to say but Phantom gave a small push from behind and made him fall.

"Aww, wook at dat, he's so sweepy he can't even keep his widdle bawance!" Twilight said as Phantom face-hoof himself.

"Poor thing, you simply must get into bed..." Fluttershy said and started to carry him inside the library.

Both Twilight and Phantom ran in after her and Twilight push Fluttershy back out.

"Yes, yes, we'll get right on that. Well, g'night!" Twilight said and slam the door.

"Huh. Rude much?" Both boys ask.

"Sorry you two, but I have to convince the Princess that Nightmare Moon is coming, and we're running out of time! I just need to be alone so I can study without a bunch of _crazy_ ponies trying to make friends all the time. Now, where's the light?" Twilight said and Phantom found the light and turn it on.

"_Surprise!" _The place was full of ponies and Phantom, Twilight, and Spike just stood there before Twilight groan.

A Kazoo blew in their face and they saw the same pink pony that they met when they first arrive here.

"Hi, I'm Pinkie Pie, and I threw this party just for you! Were you surprised? Were ya? Were ya? Huh huh huh?" She ask talking very fast.

"Very surprised. Libraries are supposed to be _quiet_." Twilight said.

"Well, that's silly! What kind of welcome party would this be if it were quiet? I mean, duh, bo-ring! Y'see, I saw you when you first got here, remember? You were all "hello" and I was all "gasp", remember? Y'see I've never saw you before and if I've never saw you before that means you're new, 'cause I know everypony, and I mean _everypony_ in Ponyville!" Pinkie said as Twilight groan and Phantom wonder how she could talk without stopping.

"And if you're new, that meant you haven't met anyone yet, and if you haven't met anyone yet, you must not have any friends, and if you don't have any friends then you must be lonely, and that made me so sad, then I had an idea, and that's why I went "gasp"! I must throw a great big ginormous super-duper spectacular welcome party and invite everyone in Ponyville! See? And now you have lots and lots of friends! Pinkie continue as the other four ponies that they met ran up to them.

"Heh, thanks Pinkie. This is a nice party." Phantom said as Twilight pour herself a drink.

She took a drink before tears appear in her eyes.

"Twilight? Are you ok?" Phantom ask worry about his older sister.

Twilight mane and tail bust into flames and ran off leaving the others confuse.

"Aww, she's so happy she's crying!" Pinkie said

"Somehow, I don't think those were tears of joy Pinkie" Phantom said.

"Forgive us sir, but what is your name again?" Rarity ask him.

"It's Phantom. I'm Twilight's younger brother." Phantom told her.

Spike walk up and pick up the bottle that Twilight had.

"Hot sauce. Ooh..." Spike read before he knew what happen.

They all turn see Pinkie eating some muffins with hot sauce.

"What? It's good!" Pinkie said with her mouth full.

* * *

Some time later, Twilight was in the room that she was going to stay in and was putting up her brother bed when the door open and Spike walk in with a lamp shade on his head.

"Hey Twilight! Pinkie Pie's starting "pin the tail on the pony"! Wanna play?" He ask.

"_No_! All the ponies in this town are _crazy_! Do you know what time it is?!" Twilight shouted.

"It's the eve of the Summer Sun Celebration. Everypony has to stay up, or they'll miss the Princess raise the sun! You really should lighten up, Twilight. It's a party! Even Phantom having a good time! And he normally very shy around mares!" Spike said before he left.

Twilight mock Spike before saying, "Ugh, here I thought I'd have time to learn about the Elements of Harmony but, silly me, all this ridiculous friend-making has kept me from it!"

She look up and the moon that had a unicorn head on it and remember what the book said.

"_Legend has it that on the longest day of the thousandth year, the stars will aid in her escape, and she will bring about everlasting night._" I hope the Princess was right... I hope it really is just an old ponytale..." She said before the door open and Phantom walk in.

"C'mon, Twilight, it's time to watch the sunrise!" he said.

* * *

Soon all the ponies was at the town hall, ready to see Princess Celestia raise the sun.

"Isn't this exciting? Are you excited, 'cause I'm excited, I've never been so excited- well, except for the time that I saw you walking into town and I went "gasp" but I mean really, who can top that?" Pinkie said but everypony was blocking her out.

Soon another mare step up and both Twilight and Phantom guess that she was the mayor of the town.

"Fillies and gentlecolts, as mayor of Ponyville, it is my great pleasure to announce the beginning of the Summer Sun Celebration!" She said and the ponies cheer. But both Twilight and Phantom was having a feeling something was wrong.

"In just a few moments, our town will witness the magic of the sunrise, and celebrate this, the longest day of the year! And now, it is my great honor to introduce to you the ruler of our land, the very pony who gives us the sun and the moon each and every day, the good, the wise, the bringer of harmony to all of Equestria..." Mayor Mare said.

"Ready?" Fluttershy ask her birds who chip in repose.

"...Princess Celestia!" Mayor Mare said and Rarity open the curtains but Celestia was no where to bee seen.

"Huh?" She ask and walk in to see if something when wrong.

"This _can't_ be good." Twilight said with Phantom nodding.

"Remain calm, everypony, there must be a reasonable explanation!" Mayor Mare said before panic could raise.

"Ooh, ooh, I love guessing games! Is she hiding?" Pinkie said thinking it was a game.

Rarity came back and said "She's _gone_!"

All the ponies gasp and Twilight turn to the moon to see the stars disappear behind it and the unicorn face disappear.

"Ooh, she's good." Pinkie said before something scare her.

They all watch as an Black Alicorn with a starry mane and tail with a blue spot with a Crescent Moon on her flanks and saw part of armor on her head, chest, and hooves. Twilight knew who it was and Phantom was just as aware.

"Oh no, Nightmare Moon." Twilight whisper and Spike fainted.

"Oh, my beloved subjects. It's been so long since I've seen your precious, little sun-loving faces." She said looking over them.

"What did you do with our Princess?!" Rainbow shouted and try to charge at her but Applejack held her back by her tail.

"Whoa there, Nelly..." She said through Rainbow tail.

"Why, am I not royal enough for you? Don't you know who I am?" Nightmare Moon chuckle.

"Ooh, ooh, more guessing games! Um, Hokey Smokes! How about... Queen Meanie! No! Black Snooty, Black Snooty-" Pinkie was stop as Applejack place a apple in her mouth.

"Does my crown no longer count now that I have been imprisoned for a thousand years? Did you not recall the legend? Did you not see the signs?" Nightmare Moon ask, walking around ponies.

"we did. And we know who you are. You're the Mare in the Moon – Nightmare Moon!" Twilight said as ponies gasp.

"Well well well, some ponies who remember me. Then you also know why I'm here." Nightmare Moon smile.

"You're here to... to..." Twilight trail off.

"Remember this day, little ponies, for it was your last. From this moment forth, the night will last _forever_!" Nightmare Moon laugh.

But what she and the others mess, that blue eyes started to turn green as he look at Nightmare Moon. It was his other power and he is about to unleash it.

* * *

**Well there you have it. Prologue and explanation, if you haven't read my other story, go read that one.**

**ETRIGAN THE DEMON SIGNING OFF.**

Or if you want, you can read my stories. Go to my homepage to check it out.

This is Phantom Fan 21, Flying off!


	2. episode one part 2

**Hello, I'm etrigan the demon. **

Part two of Friendship is Magic, now here a little some new, Phantom show his second talent a little, get his own element and becomes Princess Luna student. Hope you like the remake of the seasons with Danny Phantom in it. Remember, Danny goes by the name Phantom, is Twilight younger brother and they both reamain together as Brother and sister.

* * *

**Chapter 2**

**3rd Person's Pov**

Nightmare Moon laugh evilly as Phantom cutie mark started change from an moon with three stars to a skull.

"Seize her! Only she knows where the Princess is!" Mayor Mare said and some of the royal guards flew at her.

"Stand back, you _foals_!" Nightmare Moon said and send lighting at them push them back.

She was about to fly away when an green beam shot pass her.

"Hold it right there!" Phantom shouted and Twilight turn and saw what he look like.

"While I may love the night, there is no way I'm going to let you make it last forever!" He said and shot another beam at her.

Nightmare Moon flew around the attack and smile.

"Well, a pony that loves the night. You make an fine soldier once Equestria is in everlasting night!" Nightmare moon said before becoming her mist form.

"GRRRRR!" Phantom growl before Twilight stop him.

"Phantom, calm down! We need to get back to the library." Twilight whisper and Phantom eyes and cutie mark turn back to normal.

Nightmare Moon flew out of the town hall and Rainbow Dash follow after her.

"Come back here!" She shouted and look around, but their there was no sign of the so call mare.

"Nighttime? Forever?", Rainbow ask before spotting Twilight and Phantom running out as well, "Where are they going?"

Back at the library Twilight and Phantom lay Spike down in his bed.

"Uh... We gotta stop Nightmare!..." Spike shouted before falling asleep.

"You need some rest Spike." Phantom said.

"You've been up all night, Spike. You are a _baby_ dragon after all." Twilight added then the two unicorns went downstairs and started to look for the book that might help them.

"Elements, elements, elements... Ugh! How can I stop Nightmare Moon without the Elements of Harmony?" Twilight groan before Rainbow appear in her face.

"And just what _are_ the Elements of Harmony? And how did _you_ know about Nightmare Moon, huh? Are you two _spies_? Whoa!" Rainbow said before she was yank back.

"Simmer down, Sally. They ain't no spy. But they sure knows what's going on. Don't you, Twilight and Phantom?" Applejack said and ask.

"I read all about the prediction of Nightmare Moon. Some mysterious objects called the Elements of Harmony are the only things that can stop her, but I don't know what they are, where to find them; I don't even know what they do!" Twilight told them.

"And I was aware of it but didn't give it any thought, now I'm not sure if there is anything about the Elements of Harmony." Phantom added.

Pinkie then ran off and appear with a book and give it to Twilight.

"The Elements of Harmony: A Reference Guide." Pinkie said smiling.

"How did you find that?!" Both Twilight and Phantom ask.

"It was under E!" Pinkie said in a sing-long-voice.

Phantom face-hoof as Twilight smile sheepishly. She open the book and found what she was looking for. Everypony join her as she started to read.

"There are seven Elements of Harmony, but only five are known: Kindness, Laughter, Generosity, Honesty and Loyalty. The sixth and seventh is a complete mystery. It is said, the last known location of the five elements was in the ancient castle of the royal pony sisters. It is located in what is now-

They appear in front of the forest that the rest of the mares knew very well.

"The Everfree Forest!" They said.

Phantom then spotted something. His eyes glow green as he saw what look to be ghost.

"Beware of the danger that lies within the forest. Over come them all to find the ones you seek." It said before it disappear.

Phantom shook his head as his eyes turn back to blue.

"I got to do something about this new power." He whisper to himself.

"Whee! Let's go!" Pinkie said and started to hop into the forest.

"Not so fast. Look, I appreciate the offer, but I'd really rather do this on my own." Twilight said.

"And let my sister handle the danger on her own? Not a chance!" Phantom said step up next to her.

"No can do, sugarcube. We sure ain't lettin' any friend of ours go into that creepy place alone. We're stickin' to you like caramel on a candy apple." Applejack said as the rest agree.

_Especially_ if there's candy apples in there. What? Those things are _good_." Pinkie said getting weird looks from her friends

Twilight sigh as Phantom turn to her and said, "Twilight we might as well, besides a ghost warn me about dangers in this forest."

* * *

**Twilight's Pov,**

We walk through the Everfree forest and Phantom elbow me and move his head towards the others.

I sigh and said, "So, none of you have been in here before?"

"Ugh, Heavens no! Just look at it - it's dreadful." Rarity said.

"And it ain't natural. Folk say it don't work the same as Equestria." Applejack added.

"How so?" Phantom ask.

"What's that supposed to mean?" I added.

"Nopony knows. You know why?" Rainbow said coming out of the shadows.

"Rainbow, quit it!" Applejack groan.

"Cause every pony who's ever come in, has never come _out!_" Right when Rainbow say that the whole cliff we were on suddenly broke!

I saw Phantom act by using his magic to grab a root and pull himself towards it. I try to reach for his tail but miss.

"TWILIGHT!" He shouted.

"Help!" I scream.

"Hold on! I'm a-comin'!" Applejack said as she slide down and grab me.

"Applejack! What do I do?" I ask her, I was too scare to use my magic.

I saw Applejack look into the sky before saying, "Let go."

My eyes widen at those words.

"Are you _crazy_?!" I shouted.

"No I ain't. I promise you'll be safe." Applejack said.

"That's not true!" I yell thinking she was crazy.

"Now listen here. What I'm sayin' to you is the honest truth. Let go, and you'll be safe." Applejack said.

I wasn't sure what was going on with her, but I did let go. I scream before I notices I was caught by Rainbow and Fluttershy. It was then I knew why she told me to let go. Rainbow Dash and Fluttershy was already ready to catch me. I sigh before we drop a few inches.

"Sorry girls. I'm not used to holding anything more than a bunny or two." Fluttershy explain sheepishly.

Once they set me down, Phantom ran up and hug me. I hug back. Maybe I should had made some friends. After all Phantom was a loner like me and he still try.

* * *

**Phantom's Pov,**

"And once Pinkie and Rarity were saved, whoosh... Me and Fluttershy loop-de-loop around and WHAM! Caught you right in the nick of time." Rainbow said.

"Yes, Rainbow, I was there, and I'm very grateful, but we gotta-" Twilight stop as we saw an well know creature.

"A manticore!" I yell.

I then notices that it was blocking our way. But what was an manticore doing here?"

"We've gotta get past him!" Twilight said as it jump at us.

It swipe it paw at Rarity who duck under and give it an buck in it face.

"Take that, you ruffian!" Rarity said before it roar and mess up her mane.

"_My hair_!" Rarity shouted and ran to fix it.

"Wait." Fluttershy said but was not heard as Applejack got on the back of the manticore.

"YEE-HAW! Git along, little dogie." She said and rode on as it try to get her off.

"Wait." Fluttershy said again but wasn't not heard as Applejack got throw off and pass Rainbow Dash.

"All yours, partner." She said.

"I'm _on it!_" Rainbow said and started to make her rainbow tornado.

The Manticore swing it tail and knock Rainbow away.

"Rainbow!" Twilight shouted.

She got up and started to change at it. Knowing that Fluttershy would not be heard again I step up.

"WAIT!" I yell stopping all of them.

They look at me in confusion as I turn to Fluttershy.

"Ok, Fluttershy. Do your thing." I told her, wondering why she was trying everypony from fighting.

"Ok, Thank you Phantom." Fluttershy said and flew up to the manticore.

It roar at her and she rub it paw.

"Shhh... It's okay." She said.

The manticore look surprise at first before showing it had a thorn in it paw.

"So that why it attack us!" I said seeing it.

"Oh, you poor, poor little baby." Fluttershy said.

"Little?" Rainbow ask before I shush her.

"Now this might hurt for _just_ a second." Fluttershy said and pull it out.

The Manticore roar and everypony grew worry about Fluttershy. I was about to use my magic to pull her away when we saw the Manticore lick her like it was a kitten.

"Aw you're just a little ol' baby kitty, aren't you? Yes you are, yes you are." Fluttershy told it.

We quickly saw our chance to pass it and we did. Me and Twilight stay behind to make sure Fluttershy caught up. Her mane was still sticking up from when the Manticore lick her.

"How did you know about the thorn?" Twilight ask.

"I didn't. Sometimes we all need to show a little kindness." Fluttershy said.

"She right about that." I said and walk after her, seeing Twilight smile again.

* * *

**3rd Person Pov,**

All seven ponies walk through the Everfree forest some more before Rarity spoke up.

"No. My eyes need a rest from all this icky muck." She said before it became pitch black.

"Well, I didn't mean that literally." She added.

"Phantom you think you can...?" Twilight ask Phantom.

"Try, it too dark for my..._other _eyes." He said getting confuse looks from the others.

"That ancient ruin could be right in front of our faces and we wouldn't even know it." Twilight said as they walk through again.

Rarity bump into something and said, " I didn't see you there, my apologies."

"Right here... guh..." Rainbow groan.

"Oh wait, I think I stepped in somethin'." Applejack said and heard Fluttershy scream.

"It just mud." Applejack said before seeing a tree that growl at her.

Soon there were even more trees and they all growl at them. Their screaming was cut off by laughter. They turn to see Pinkie making faces and laughing.

"Pinkie, what are you doing?! Run!" Twilight told her.

"Oh girls, don't you see?" Pinkie said as some music started to play.

"When I was a little filly and the sun was going down..." She sang.

"Tell she not." Twilight ask.

"The darkness and the shadows, they would always make me frown..." Pinkie snag again.

"She is." Rarity conform.

"I'd hide under my pillow from what I thought I saw, But Granny Pie said that wasn't the way to deal with fears at all." Pinkie sang once more.

"Then what is?" Rainbow ask.

"She said, "Pinkie, you gotta stand up tall Learn to face your fears You'll see that they can't hurt you Just laugh to make them disappear." Ha! Ha! Ha!" Pinkei sang and laugh at a tree make it face disappear.

The ponies gasp at the feat that Pinkie just did.

"So, giggle at the ghostly. Guffaw at the grossly. Crack up at the creepy. Whoop it up with the weepy. Chortle at the kooky. Snortle at the spooky. And tell that big dumb scary face to take a hike and leave you alone and if he thinks he can scare you then he's got another thing coming and the very idea of such a thing just makes you wanna... hahahaha... heh..." Pinkie sang as every pony laugh at the faces.

"Laaaaaaaaaaaaaaaaaaaaaaaaaaaaaaauuuugh!" Pinkie sang before everypony fell to the ground laughing.

* * *

**Twilight's Pov**

We walk through the forest some more still laughing about Pinkie song. I turn to Phantom who was looking around. I knew that he was being aware of any ghosts that could pop up at anytime.

Before I could ask him if there was any near by when Pinkie stop.

We all look and saw a river that was raging.

"How are we gonna cross this?" Pinkie ask before we heard some cry.

We walk up and notices that another creature that was crying and making the river have too many waves.

"What a world, what a _world_." It said as we got close.

"Excuse me, sir. Why are you crying?" I ask.

"Well, I don't know. I was just sitting here, minding my own business, when this tacky little cloud of purple smoke just whisked past me and tore half of my beloved mustache _clean off_, and now I look simply _horrid_." He said and splash water all over us.

"Oh give me a break." Rainbow and Phantom groan.

"That's what all the fuss is about?" Applejack ask.

"Why, of course it is. How _can_ you be so insensitive? Oh, just look at him. Such lovely luminescent scales." Rarity said.

"I know." He said, started to smile.

"And your expertly coiffed mane." Rarity said next.

"Oh, I know, I know." He said putting his claw through it.

"Your fabulous manicure." Rarity added.

"It's so true!" He gasp.

"All ruined without your beautiful mustache." Rarity said last.

"It's true, I'm _hideous_!" He said and started crying again.

"What a way to kill his mood." Phantom said, shaking his head.

"I simply cannot let such a crime against fabulosity go uncorrected." Rarity said and pull out one of it scales.

"Rarity, what are you-" I try to say before she cut off her tail and place it right where the mustache was.

He play with it for a bit before cheering up.

"Oh-hohohoho! My mustache. How wonderful." He said happily.

"You look smashing." Rarity said as I walk up to her.

"Oh, Rarity, your beautiful tail..." I said feeling sorry that Rarity has to give up part of herself the help another.

"Oh. It's fine, my dear. Short tails are in this season. Besides, it'll grow back." Rarity said.

"So would the _mustache_." Rainbow and Phantom whisper to me.

I turn and saw that the river was now calm.

"We can cross now. Let's go. Ah!" I said and step in before the creature raise his body.

"Allow me." He said and we all smile.

We cross wave good-bye and continue through the Everfree Forest.

* * *

**3rd person Pov,**

The six mares and the one stallion walk on until they saw the same place they were looking for.

"There it is, the ruin that holds The Elements of Harmony. We made it!" Twilight shouted and ran towards it.

"Twilight, wait for us!" Applejack shouted and they chase after her.

Phantom was able to spot something that Twilight didn't see.

"Twilight! Look out!" He try to warn her but she didn't heard him.

"We're almost there. Whoa!" She said before she almost fell of another Cliff.

She was pull back by Rainbow who said, "What's with you and falling off cliffs today?"

"That what I was trying to warn you about. You need to look before you leap." Phantom said as he walk up to her.

"Now what?" Pinkie ask.

"Duh." Rainbow said and show her wings.

"Oh yeah!" Pinkie smile.

Rainbow flew down into the mist and brought the end of the bridge up and tie one end before a fog roll in.

"Rainbow..." said a strange voice.

"Who's there?" Rainbow ask.

"Rainbow..." The voice said again.

"I ain't scared of you! Show yourself!" Rainbow said.

Soon three pegasi appear dress like Wonderbolts, only dress in purple and skulls on them.

"We've been eagerly awaiting the arrival of the best flyer in Equestria." The middle said.

"Who?" Rainbow ask confuse.

"Why, you, of course." It said again.

"Really?! I mean... Oh yeah, me. Hey, uh, you wouldn't mind telling the Wonderbolts that, would ya? 'cause I've been trying to get into that group for like, _ever_." Rainbow said then ask.

"No, Rainbow Dash. We want you to join us, _The Shadowbolts_." The leader said and they started to fly around her.

"We're the greatest aerial team in the Everfree Forest, and soon we will be the greatest in all Equestria, but first, we need a captain. The most magnificent-" It said.

"Yep!" Rainbow agree.

"Swiftest-" Another said.

"Yes." She agree again.

"Bravest flyer in all the land." the third finish.

"Yes.", Rainbow chuckle, "It all true."

"We need... _you_." The leader said again.

"WOOHOO!", Rainbow cheer, "Sign me up. Just let me tie this bridge real quick and then we have a deal."

"No! It's _them_ or _us_." The leader said.

"Rainbow Dash! What taking so long?" Twilight call out before seeing the Shadowbolts.

"Oh no. Rainbow! Don't listen to them." Twilight try to warn her before the fog roll in, blocking them from seeing what happen.

"Something tells me that this trip is not what it seams." Phantom said as his eyes turn green for a second.

"Well?" The Shadowbolt Leader ask.

Rainbow thought about it before giving her answer.

"You..." She said, making the leader smile.

"Thank you! For the offer, I mean, but I'm afraid I have to say no." Rainbow corrected herself and flew off, missing the three Shadowbolts turn into a mist and flew off.

Rainbow fix the bridge and flew to her friends who were cheering.

"See? I'd never leave my friends hangin'." Rainbow smile.

* * *

**Phantom Pov,**

We cross the bridge and enter the castle. It was then when Fluttershy ask me something.

"Um, Phantom? Why did you eyes turn green when Rainbow was talking to those ponies? I mean if that ok?" She ask meekly.

"Yeah what up with that?" Applejack ask as they all stop.

I sigh and explain, "I have a rare ability that let me see and talk to ghost. The only ones that know are my family. In fact, it's my second talent."

"You second talent? But we see the Moon and stars for your cutie mark." Rarity said.

"That my main talent. It means I love the night sky and dream about traveling to them one day. My other talent only shows if I'm angry or if I see a ghost." I told them.

"Wow! That is a rare talent." Pinkie said before Twilight stop.

"Twi? What wrong?" Applejack ask.

"Twilight, how could you? How could you go against Nightmare Moon? Princess Celestia was using you from the very beginning." Two unicorns told her.

"Mom? Dad?" Twilight ask.

Phantom walk up but didn't see them.

"Twi? What are you talking about? There no way Mom and Dad could be here." Phantom said.

"Applejack! I'm very disappointed in you!" another voice said and Applejack turn around.

"Granny Smith?" She ask

"Why you are the most worst Grand-daughter I ever had. No good, lazy filly." Granny Smith said.

Soon everypony, but Phantom, was met with a ghost like some pony they knew. As the talks got to them, Phantom could see that something was wrong. He made his eyes glow green and his cutie mark became a skull again. He look around and saw no one. No Ghost, but it appears that the others was looking at them. He figure out what was going on.

"Girls! Don't listen to them! They're not real!" He said.

"Phantom, we lost. We couldn't stop Nightmare Moon or find the Elements." Twilight said sadly.

"What?! Twilight don't say that!", Phantom said, "Keep you hope up. In fact, keep your _spirit _up."

Twilight look up at her brother in confusion.

"I'm not letting anything get me down! I came with you so I can help. Those...things...are try to make you give up. Don't. Your spirit is what you need to stay on track." He said before turning to the others.

"That goes for rest of you! Don't let your spirit get brought down." Phantom said.

The Mane Six look at Phantom and smile.

"You're right, Phantom." Applejack said, "Granny Smith would never call me those things."

"Yeah, we keep going. No pony can stop us." Rainbow said as rest nods.

The ghost like ponies growl and disappear. Leaving the seven along before moving on.

* * *

**Twilight's Pov,**

We walk through the castle before we spotted the very same things we been looking for.

"Whoa. Come on, Twilight. Isn't this what you've been waitin' for?" Applejack ask me.

"The Elements of Harmony, we've found them.", I said happily as Rainbow and Fluttershy carry them down, "Careful, careful."

"One, two, three, four... There's only five!" Pinkie said after counting them

"Where the sixth and seventh?" Rainbow ask.

"The book said: _when the five are present, a spark will cause the sixth and seventh Element to be revealed._" I said.

"What in the hay is that supposed to mean?" Applejack ask me.

"I'm not sure, but I have an idea. Stand back. I don't know what will happen." I said and turn to the Elements.

"Come on now, y'all. She needs to concentrate." Applejack said and they all left.

"Be careful Twilight." Phantom told me before following them out.

I sat down and started to use my magic. It might be what I need to use them, but i was surprise when a black tornado started to shuck up the Elements.

My surprise didn't go unnoticed as Phantom bust back in his eyes already green and his Cutie Mark was a skull.

"The Elements!" I cry as we both jump in the tornado.

It disappear as our friends run into the room.

* * *

**3rd Person Pov,**

The tornado appear in another room and Twilight and Phantom was place on the ground as the tornado turn into Nightmare Moon.

"I knew!", Phantom shouted, "it was you the whole time!"

"Yes, it was." She smile.

"Twilight, I'll keep her busy. You get to the Elements and try to get those sixth and seventh elements to appear." Phantom whisper to his sister.

"Got it." She said and them both got ready to charge.

"You're kidding. You're kidding, right?" Nightmare Moon ask once she saw them ready their horns.

She soon charge at them and they charge back. At the last second they both teleported from her. Nightmare Moon stop and look around before spotting Twilight by the Elements.

"No! She said and ready her horn.

"Hey! Keep away from my sister!" Phantom shouted and land a blow on her back.

He jump back as Nightmare Moon stood up.

"You dare hurt your princess?!" She shouted.

"You not my Princess." Phantom said and fire a green beam from his horn.

As Phantom and Nightmare Moon fought, Twilight was once again trying the same plan she had.

"Just one spark. Come on, _come on_. Aah!" Twilight said before Nightmare Moon got away from Phantom and knock Twilight away from them.

Phantom caught her and they saw the Elements glow and float into the air.

"No, No!" Nightmare Moon shouted.

But the Elements drop after the glow disappear surprise Phantom and Twilight.

"What? Where are the Sixth and Seventh elements?" Twilight ask shock.

"What went wrong?" Phantom added.

"You little foals! Thinking you could defeat _me_? Now you will never see your princess, or your sun! The _night_ will last _forever_!" Nightmare Moon laugh as she destroy the Elements leaving both of them even more shock.

"Don't worry Twilight, we're here. Don't worry, we'll be there." They both heard.

Then Twilight eyes widen as a spark appear in her eyes. Phantom notices it and they both smile.

"You think you can destroy The Elements of Harmony just like that? Well, you're wrong, because the spirits of The Elements of Harmony are right _here_." Twilight ask as all seven friends stood next to each other.

"What?" Nightmare Moon ask as the pieces of the Elements floated around her.

"_Applejack_, who reassured me when I was in doubt, represents the spirit of... _honesty_!" Twilight said as the pieces floated around Applejack.

"_Fluttershy_, who tamed the manticore with her compassion, represents the spirit of..._kindness_!" Twilight said again as the same thing happen to her.

"_Pinkie Pie_, who banished fear by giggling in the face of danger, represents the spirit of..._laughter_!" Twilight said as pieces floated around Pinkie who hop in excitement.

"_Rarity_, who calmed a sorrowful serpent with a meaningful gift represents the spirit of..._generosity_!" Twilight said as the pieces floated around the the unicorn.

"And _Rainbow Dash_, who could not abandon her friends for her own heart's desire represents the spirit of... _loyalty_!" Twilight said as he pieces floated around Rainbow who smirk.

"The spirits of these five ponies got us through every challenge you threw at us." Twilight inform Nightmare Moon.

"You still don't have the sixth and seventh Element! The spark didn't work!" Nightmare Moon pointed out.

"But it did! A different kind of spark. I felt it the very moment I realized how happy I was to hear you, to see you, how much I cared about you. The spark ignited inside _me_ when I realized that you all... are _my friends_! You see, Nightmare Moon, when those Elements are ignited by the... the _spark_, that resides in the heart of us all, it creates the sixth element: the element of... _magic_!" Twilight explain while turning to her friends then back at Nightmare Moon.

"And the spark did indeed made the seventh element appear. They have be together through all of this and you even try to bring them down. That why you fail. You can't break the seventh element, the Element of _Spirit_!"Phantom added.

Soon the five pieces of the Elements form on the five mares and two more stones appear. One with a six pointed star and the other with a moon with stars on tops. They too form on Twilight and Phantom as they all floated in the air. Both Twilight and Phantom open their eyes to show that they were fully white before and rainbow shot out from them and heading towards Nightmare Moon and surround her.

"_Nooo_! Nooo!" Nightmare Moon shouted as the whole room was cover in a bright light. A few seconds later, everypony was laying on the ground and soon woke up.

"Ugh, my head." Rainbow said as she rub it.

"Is everypony ok?" Applejack ask.

"Oh, thank goodness." Rarity said hugging her full grown tail.

"Why Rarity, it's so lovely." Fluttershy said looking at her.

"I know! I'll never part with it again." Rarity said still hugging her tail.

"No. Your necklace. It looks just like your cutie mark." Fluttershy pointed.

Rarity look at them then notices Fluttershy's.

"What? Ooh. So does yours." She said.

Fluttershy look and gasp.

"Look at mine! Look at mine!" Pinkie call out happily.

"Aw _yeah_." Rainbow said proudly.

"Hey Twi, We got crown instead."Phantom point out.

They both look before Applejack brought them out of it.

"Gee, Twilight! I thought you and Phantom were just spoutin' a lot of hooey, but I reckon we really do represent the elements of friendship." She said.

"Indeed you do." A voice said as the sun stared to raise.

Soon an Alicorn appear, she was white with a rainbow like mane and tail, had different parts of armor on her hooves and chest, with a crown on her head with a sun as her cutie mark.

The rush of the mares bows but Twilight and Phantom smile.

"Princess Celestia!" Twilight shouted and they both ran up and hug her.

"Twilight Sparkle, my faithful student. I knew you could do it. And so did you Phantom." She said hugging them back

Twilight then back away and said, "But... you told me it was all an old pony tale."

"Twilight." Phantom groan.

"I told you that you needed to make some friends, nothing more. I saw the signs of Nightmare Moon's return and I knew it was you and Phantom who had the magic inside to defeat her, but you could not unleash it until you let true friendship into your heart. Now if only another will as well. Princess Luna!" Celestia said before turning to an Alicorn that look like Nightmare Moon only smaller and her colors were switch.

"It has been a thousand years since I have seen you like this.", Celestia said as Luna look down, "Time to put our differences behind us. We were meant to rule together, little sister."

"_Sister?" _Everypony ask.

"Will you accept my friendship?" Celestia said kneeing down.

Everypony lean forward wonder what was going to happen. But Pinkie lean to much and fell over.

"I'm so sorry! I missed you so much, big sister!" Luna shouted and hug her.

"I've missed you, too." Celestia said as tears form in their eyes.

Phantom walk over and place an hoof on Twilight. The two smile and place their heads together. They knew if the same thing happen to them, they will miss each other no matter what.

Pinkie started to cry and waterfall of tears came out, before she smile and said, "Hey you know what this calls from?"

Back at Ponyville,

"A _party_!" Pinkie shouted.

All ponies cheer and welcome Princess Luna back, however, both Twilight and Phantom frown. Now that they were done, it was time to return to Canterlot. But they didn't want to leave.

"Why so glum, my faithful student and her brother? Are you not happy that your quest is complete and you can return to your studies in Canterlot?" Celestia ask.

"That's just it. Just when I learned how wonderful it is to have friends, I have to leave them." Twilight said.

"And it just feel like we won't see them again." Phantom added.

Celestia smile and said, "Spike, take a note, please."

He appear with an quill and an scroll and waited for Celestia to speak.

"_I, Princess Celestia, hereby decree that the unicorns Twilight Sparkle and Phantom shall take on a new mission for Equestria. They must continue to study the magic of friendship. They must report to me their findings from her new home in Ponyville._" She said.

"Oh thank you, Princess Celestia! I'll study harder than ever before." Twilight said as the ponies cheer.

"Um, Princess Celestia?" Phantom ask.

"Yes, Phantom?" Celestia ask.

"Is it ok if I send my reports to Luna? I mean I do love the night and I what to help her." He said.

"I see no problem of it. Besides, Luna does need time to recover and I'm sure she will not mine taking her own student." Celestia said.

Phantom smile and bows. Luna look at Phantom before bowing back. This was a true day to remember, new friends, new home and new adventures. They could wait.

"Isn't this exciting? Are you excited cause I'm excited I've never been so excited, well, except for the time that I went "gasp" but I mean really-"

"PINKIE!"

* * *

That part two, what did you all think? Up next will be episode 3 Ticket Master, I have plans for a Filler chapter that will show more of Phantom second talent. It will take some time but please review.

**this is etrigan the demon and I would like to give a big thanks to phantom fan 21 for helping me go check out his page if you like this stuff**


	3. the ticket master

Here Chapter 3, The Ticket Master. Now I want to let everyone know something, while I am a Brony, I never seen all of Seasons 1, 2, 3 and 4 fully. So, I'm watching them to get caught up. Enjoy!

* * *

**Chapter 3**

**3rd Person's Pov**

It was a few days after Luna return and Applejack, Twilight, Spike and Phantom was at Sweet Apples Arcs helping Applejack.

"No. Nope. Nope-" Spike said ask he threw apples from the basket which Phantom caught.

"Thank you kindly, Twilight and Phantom, for helping me out. I bet Big McIntosh I could get all these Golden Delicious in the barn by lunchtime. If I win, he's gonna walk down Stirrup Street in one of granny's girdles." Applejack said and laugh.

"Any time! You sure are a cute mare!" Phantom said.

"What?" Applejack ask.

Phantom stop and started to blush.

"Um, I didn't saying anything." Phantom said sheepishly.

Twilight laugh and said, "No problem at all, Applejack. I'm glad the goal is lunchtime. All this hard work is making me hungry."

Phantom nods in agree, he was hungry too.

"I know, right?" Spike said still looking through the apples.

"Puh-leez, Spike, you've been lounging on my back all morning while _we_ worked." Twilight said.

"And you are throwing away all of the apples that you pick out!" Phantom added.

"Exactly. You three are taking so long, I missed snack-time." Spike said still looking for the right apple.

Twilight stomach growl and she laugh sheepishly.

"Eh, I guess we better get some food." She said.

"Agree." Phantom said as his stomach growl too.

"Nope. Worm. A-ha!" Spike said before finding the right apple.

"Oh Spike, that looks delicious." Twilight said before Spike ate it.

"SPIKE!" Twilight and Phantom yell.

"What?" He ask before he belch up an scroll.

"It's a letter from Princess Celestia." Twilight said.

"Huh, wonder what up?" Phantom ask as Spike open and read the letter.

"_Hear ye, hear ye. Her Grand Royal Highness, Princess Celestia of Equestria, is pleased to announce The Grand Galloping Gala to be held in the magnificent capital city of Canterlot, on the 21st day of_, eh, yadda, yadda, yadda, _cordially extends an invitation to Twilight Sparkle plus one guest." _He read.

All three ponies look surprise before cheering and shouting, "The Grand Galloping Gala!"

They jump around happy to hear this news.

* * *

**Phantom Pov,**

"The Grand Galloping Gala!" We shouted as Spike belch up two tickets.

"Wow, great! I've never been to the gala. Have you, Spike?" Twilight said and ask.

"_No_, and I plan to keep it that way. I don't want any of that girly frilly frou-frou nonsense. And your a Stallion Phantom, why are you so happy?" Spike answer then as me.

"Spike you forget that me and Twilight live in the castle since we were fillies. I heard how great it is. Beside I want to help Luna in her recovery and this gives me a change to do that!" I said happily.

I really wanted to help Luna. She was my new teacher and as her student, I was going to do everything I can to help her.

"Aw, come on Spike. A dance would be nice." Twilight said.

_"Nice_? It's a heap good more than just nice. I'd love to go.", Applejack said and give her reason to go, "Land sakes, if I had an apple stand set up, ponies would be chowin' our tasty vittles till the cows came home. Do you have any idea how much business I could drum up for Sweet Apple Acres? Why, with all that money, we could do a heap of fixin' up 'round here. We could replace that saggy old roof, and Big McIntosh could replace that saggy old plow, and Granny Smith could replace that saggy old hip."

Applejack sigh and I realizes that I was blushing again. I shook it off and listen some more.

"Why, I'd give my left hind leg to go to that gala." She said.

"Wow, what a reason! True I want to help Luna, but if you want to go Applejack, be my guest." I said.

Twilight was about to ask when all of us was push to the ground. We look up and saw Rainbow Dash on top of us, we each give her a glare.

"Ugh. Are we talking about The Grand Galloping Gala?" She ask.

"Rainbow Dash, you told me you were too busy to help me harvest apples. What were you busy doing, spyin'?" Applejack ask her.

"No, I was busy napping, and I just happened to hear that you have an extra ticket?" Rainbow said and I look up to see that she was telling the truth.

"Yeah, but-" Twilight said to say before Rainbow gave her reason to go.

"YES! This is _so_ awesome. The Wonderbolts perform at The Grand Galloping Gala _every year_. I can see it now." Rainbow said.

"Oh boy, here we go." I groan as we listen.

"Everyone would be watching the sky. Their eyes riveted on The Wonderbolts, but then in would fly _Rainbow Dash!_ I would draw their attention with my Super Speed Strut. Then, I would mesmerize 'em with my Fantastic Filly Flash. And for my grand finale, The Buccaneer Blaze! The ponies would go wild! The Wonderbolts would insist that my signature moves be incorporated into their routine, and then welcome me as their newest member." Rainbow said.

She got in Twilight face and said, "Don't you see, Twilight? This could be my one chance to show 'em my stuff. You gotta take me!"

Applejack pull her back and said, "Hold on just one pony pickin' minute here. _I_ asked for that ticket first."

"So? That doesn't mean you own it." Rainbow said.

"Oh, yeah? Well I challenge you to a hoof-wrestle. Winner gets the ticket." Applejack said and held up her hoof.

"Ok, this is silly. I know they both want to go and so do I, but I'm not fighting over the extra ticket." I said as Twilight push them back.

"Girls, these are _my_ tickets, _I'll_ decide who gets it, thank you very much. Whoever has the best reason to go should get the ticket, don't you think?" TWilight said and ask as I nod.

"Drummin' up business for the farm?" Applejack said first.

"A chance to audition for The Wonderbolts?" Rainbow said next.

"Money t' fix granny's hip." Applejack added.

"_Living_ the _dream_." Rainbow also added.

"This is getting no where." I groan and face hoof myself.

"Oh my, those were all pretty good reasons, aren't they?", Twilight said before our stomachs growl again, "Listen to that, We are starving. I don't know about you, but I can't make important decisions on an empty stomach, so I'll, uh, think about it over lunch and get back to you two, okay?"

"Yeah you two just enjoy your time and we'll be right back." I agree and we ran off missing them returning to their Hoof wrestle.

* * *

**Twilight's Pov,**

Me, Phantom and Spike walk through Ponyville look for a place to eat for now. What I said was true, We are staving.

"So, who you gonna give the ticket to, Twilight?" Spike as me.

"I don't know Spike, but I _really_ can't think straight when I'm hungry, so where should we eat?" I answer.

"How about Sugarcube Corner?" Phantom ask due to the we were passing it.

Before I could say anything, we were knock down again and Spike lost hold of the tickets. The land on Pinkie Pie who jump up and ran around like she was scare.

"Gah! Bats! Bats on my face! Help! Wait, these aren't... tickets to the Grand Galloping Gala?! It's the most amazing incredible tremendous super-fun wonderful terrifically humongous party in all of Equestria! I've always always _always_ wanted to go!" Pinkie said then look at the tickets.

"Oh, boy. Here it comes." Phantom said.

"Oh the Grand Galloping Gala is the best place for me. Oh the Grand Galloping Gala is the best place for me. Hip, hip, Hooray! It's the best place for me. For Pinkie..." She sang before telling us her reason for going.

"With decorations like streamers and fairy-lights and pinwheels and piñatas and pin-cushions. With goodies like sugar cubes and sugar canes and sundaes and sun-beams and sarsaparilla. And I get to play my favorite-est of favorite fantabulous games like Pin the Tail on the Pony!" Pinkie said before going back to singing.

"Oh the Grand Galloping Gala is the best place for me. Oh the Grand Galloping Gala is the best place for me. 'Cause it's the most galarrific superly-terrific gala ever. In the whole galaxy! Wheee!" The ran up to me.

"Oh thank you, Twilight, it's the most wonderful-est gift ever." she said.

"Um, actually-" Phantom said before Rarity show up.

"Are these what I think they are?" She gasp.

"Uh-" I started to start before Pinkie spoke up.

"Yes, yes, yes! Twilight's taking me to The Grand Galloping Gala in Canterlot." She said happily.

"The gala? I design ensembles for the gala every year, but I've never had the opportunity to attend. Oh, the society, the culture, the glamour! It's where I truly belong, and where I'm destined to meet _him_." Rarity said leaving us a bit confuse.

"_Him! ..._Who?" Pinkie ask.

"Him. I would stroll through the gala, and everyone would wonder, "Who _is_ that mysterious mare?" They would never guess that I was just a simple pony from little old Ponyville. Why, I would cause such a sensation that I would be invited for an audience with Princess Celestia herself, and the princess would be so taken with the style and elegance that she would introduce me to _him_, her nephew: the most handsome, eligible unicorn stallion in Canterlot. Our eyes would meet, our hearts would melt. Our courtship would be _magnificent. _He would ask for my hoof in marriage, and of course I would say, "_Yes!"_ We would have a royal wedding, befitting a princess, which is what I would become upon marrying _him_, the stallion of my dreams." Rarity explain.

"Rarity your not talking about _that_ Stallion are you?" Phantom ask.

"Why yes! You know him?" Rarity ask.

"_Know _him? I _hate _him! He always thinks he better then everypony. He cares nothing for others and when we were fillies he pick on me because I wasn't a student of Princess Celestia!" Phantom growl.

"I'm sure he be fine for me. Anyway, Twilight, I simply cannot believe you would invite Pinkie Pie so she can... _party_, and prevent me from meeting my true could you? Hmph." Rarity said and turn away from me.

"Hey!" Spike shouted.

"Uh, listen guys, I haven't decided who to give the extra ticket to." I said.

"Really?" Pinkie and Rarity ask surprise.

"Um, excuse me, Twilight. I would just like to ask, I mean, if it would be all right, if you haven't given it to someone else-"

We turn to see Fluttershy with the tickets and I knew what she was asking.

"_You_? You want to go to the gala?" Rarity ask surprise.

" Oh, no. I mean, yes, or, actually, kind of.", Fluttershy said before explaining her reason, "You see, it's not so much The Grand Galloping Gala as it is the wondrous private gated garden that surrounds the dance. The flowers are said to be the most beautiful and fragrant in all of Equestria. For the night of the gala, and that night alone, would they all be in bloom... and that's just the flora! Don't get me started on the fauna. There's loons and toucans and bitterns, oh my! Hummingbirds that can really hum, and buzzards that can really buzz. White-blue jays, and red jays, and green jays, pink jays and pink flamingos!"

We look at her as she smile and I said, "Gee, Fluttershy, it sounds... beautiful?"

"Well better then Rarity reason." Phantom said, getting a glare from Rarity.

"Wait just a minute." We heard and turn to see Rainbow Dash.

"Rainbow Dash, were you following us?" I ask her.

"No. I mean, yes. I mean, maybe. Look, it doesn't matter. I couldn't risk a goody-four-shoes like you giving that ticket away to just anybody." Rainbow said.

"Wait just another minute." We heard again and saw Applejack walk up.

"Applejack, were you following us too?" Phantom ask not surprise.

"No. I was followin' _this _one to make sure she didn't try any funny business. Still trying to take mah ticket." Applejack said.

"_Your_ ticket?" Rainbow yell.

"But Twilight taking me!" Pinkie added and all of my friends started yelling at each other.

Me and Phantom got on the ground and cover our ears but it was too much.

"_**QUIET!**_" We shouted.

"And then I said, "Oatmeal, are you craz-" oh." Pinkie said before we gave her looks that stop her.

"Girls, these are Twilight tickets! She get to decide." Phantom said.

"But Phantom-" Rarity said before I over took her.

"Eh! This is my decision, and I'm gonna make it on my own, and I certainly can't think straight with all this noise..." My stomach growls, "not to mention hunger. Now go on, shoo."

"Not you Spike." Phantom said and pull him back as the rest of our friends walk away.

"And don't worry, I'll figure this out... somehow." I call out but wonder how I was going to do that.

* * *

**3rd Person Pov**

Twilight, Phantom, and Spike sat around a small table waiting for the waiter to come. Twilight was still thinking on who to take. Phantom was ok with whoever gets it and was showing that he was not going to take the ticket at all.

"Spike, what am I gonna do? All five of my best friends have really good reasons to go to the gala. Applejack, or Rainbow Dash? Pinkie Pie or Fluttershy, Rarity... Oh, who should go with me?" Twilight sigh as her stomach growls once more along with Phantom's.

"Have you made your decision?" An waiter ask as he step up.

"I CAN'T DECIDE!" Twilight shouted getting everypony to look at her.

"Uh, Twilight? He just wants to take your order." Phantom pointed out for her.

"Oh!", Twilight said sheepishly, " I would love a daffodil and daisy sandwich."

"Same here." Phantom said.

They almost always eat the same thing. Some think that they are twins instead of a younger brother and older sister.

"Do you have any rubies? No?", Spike ask and threw the menu away, "Okay. I'll have the hay fries, extra crispy."

"What do you think, Spike?" Twilight ask the dragon.

"I think we have to try another restaurant. I mean, I like grass just fine, but would it hurt anybody to offer some gemstones?" Spike said.

"She _mean_ about the gala and the ticket and who she should take." Phantom corrected him.

"Oh. You're still on that?" Spike ask as he sign.

"Spike, _listen_. How do I choose? And when I do choose, will the other four be mad at me? I mean, I could give up my ticket and give away two, but that would still leave three disappointed ponies. What if I-" Twilight said before her sandwich appear in her face.

"Ah, your food." The waiter said as he give Spike and Phantom theirs.

"Oh thank you. This looks so good. I'm sure everything will be much clearer once I eat." She said and pick it up.

They were about to eat when the saw ponies ran pass them.

"Em, madam, sir? Are you going to eat your food in ze rain?" The Waiter ask as he let ponies in.

"It's not raining. What's going on?" Twilight said and she look up.

"Hi there, best friend forever I've ever ever had. Enjoying the sunny weather?" Rainbow ask as she poke through the hole she made.

"Rainbow Dash, what are you doing?" Twilight ask her.

"Whaddya you mean? I just saw the smartest, most generous pony about to get rained on, so I thought I'd kick a hole in the clouds to keep her dry so she could dine in peace, that's all." Rainbow said.

"Rainbow, you're not trying to get extra consideration for the extra ticket by doing any extra special favors, are you?" Phantom ask her.

"_Me_? No no no, of course not." Rainbow said.

"Uh-huh." Twilight and Phantom said not believing her.

"Seriously, I'd do it for any pony.", Rainbow said before more ponies ran pass in the rain, "Heh heh, eh.

"Rainbow, I am _not_ comfortable accepting unwanted favors, so I'd appreciate it if you close up that rain cloud right now." Twilight said a little upset.

"Ugh _fine_" She said and zip it close.

"That better." Twilight said and lift her sandwich only to get rain on.

Both she and Phantom groan before they heard somepony else walk up to them.

"Twilight, Phantom, it's raining."

"No, really?" They said a bit sourly.

"Come with me before you two catch a cold." Rarity said and pull them away.

* * *

**Twilight Pov,**

We stood in Rarity home and shook the water off us. We turn to see that Rarity got hit by the water we shock off.

"Heh, heh, oops, sorry." We said, not meaning to get her wet.

"Oh no, it's quite all right. After all, we are... the best of friends, are we not? And you know what the best of friends do?" Rarity said and ask

"Uh," We said a bit confuse.

"_Makeovers_!" She said and pull us both into a wardrobe.

"Ugh, Rarity, ow, this really isn't fixing it. I mean, thank you but, ooh, _that's too tight_." We said as Rarity put us in the same thing, though mine had a saddle while Phantom was a backpack.

"There. Oh, you're simply _darlings_." Rarity said.

"Uh, yeah, it is kinda pretty, isn't it?" I said looking over it.

"Hm, not sure about the backpack, but hey! It not bad at all." Phantom said smiling.

Spike stick his claw in his mouth and Rarity walk up to him.

"And _you_. Oh Spike, I have a dandy little outfit for the dashing gent." She said before pull him into a wardrobe.

"D-ah, ow, oh, hey, wow, watch it, _whoa_!" Spike said before he appear in a different suit that even gave him a wig.

"HAHAHA! Looking good Spike." Phantom laugh.

"Oh, Spike." I giggle.

"Now you just need a hat." Rarity said and place on on him.

"Ugh, I told you, I don't want any part of this girly gala gunk, see you back at the library." Spike said and ran off.

Rarity laugh before saying, "Oh, who needs him anyway. This is all about _you two_, and how fabulous you'll both look at The Grand Galloping Gala."

"Wait, The Grand-" I started to say but Rarity went on.

"And oh, my goodness, what a coincidence. I happen to have an ensemble of my own that matches yours to a T. We would be the belles of the ball, you and I. Everyone would be clamoring for our attention. All eyes would be on us, and then everyone would finally know, the most beautiful, most talented, most sophisticated pony in all of Equestria is Rarity the unicorn. Ah, and Twilight Sparkle and Phantom, of course." She said but we could see what she was doing.

"I see what's going on. You're just buttering me up so I give you the extra ticket. Well it's not gonna work. You're going to have to wait for my decision just like everyone else. Now if you'll excuse us, We've been trying all day just to get some _lunch_." I said, both of us taking off the uniforms and walking out but was stop when Applejack appear.

"Did somepony say lunch?" She ask and pull us outside.

"You've got to be kidding me!" We yell as we saw the cart full with food.

"I got apple pie, apple fritters, apple tarts, apple dumplings, apple crisps, apple crumblers, and apple Brown Betty. Uh, the dessert, not my auntie. What do you say there, best friend?" Applejack said showing us all the food which just made our stomachs growl.

"Is that a yes?" Applejack ask.

"No. _No._ I don't know who I'm giving the ticket to, and all these favors aren't making it any easier to decide. In fact, I'm less sure now than I was this morning. Ugh!" I said and ran away.

"So, that's a maybe?" I hear Applejack say as Phantom growl and follow me.

* * *

**Phantom Pov,**

Me and Twilight walk to the library, both of us upset.

"Ugh, I never thought being showered with favors would be so _aggravating_." Twilight said.

"Can't the just leave us lone for more then ten seconds so we can eat!" I yell as we open the door and saw Fluttershy cleaning the library.

"Fluttershy, not you too?" She said as I face hoof.

"Oh, well, hello Twilight, Phantom. I hope you don't mind, but we're all doing a little spring cleaning for the both you." Fluttershy said as the room sparkle.

"It Summer." Twilight pointed out as I nod in agreement.

"Oh, well, better late than never, right? It was Angel's idea." Fluttershy and we saw the white rabbit making us some salad.

"You're not doing this for the ticket, are you?" I ask.

"Oh no, I'm doing this because you're my very best friend. Right Angel?", Fluttershy said before Angel look at her, "Oh, yes, we _are_ just doing this for the ticket."

"No, no, no! Well, this was all very nice of you and Angel, but I'm not accepting any extra favors until I've made my final decision, so I'm going to have to ask you to leave." Twilight said and open the door.

"SURPRISE!" We heard and was pull outside.

We where throw into the air as we heard Pinkie sing another song.

"Twilight and Phantom are my bestest friends. Whoopie, whoopie!"

"Pinkie..." We said.

"They're the cutest, smartest, all around best ponies, ponies!" Pinkie continue.

"Pinkie." We said again.

"I bet if I throw a super-duper fun party, party!" Pinkie sang some more.

"Pinkie!" We said louder.

"They'll give her extra ticket to the Gala to me!" Pinkie sang at a high note.

"_PIIINKIIIE!_" We shouted and fell to the ground.

"Yes Twilight and Phantom?" Pinkie ask us.

"One, you don't have to throw a party to get the ticket! And two, At least the other ponies _tried_ to be subtle about the ticket." I said getting really fed up with what was happening.

"Wait, what ticket? What gala?" An pony ask

Both mine and Twilight eyes widen. We forgot that the other ponies didn't know about the tickets.

"Oh, you didn't know? Twilight has an extra ticket to the Grand Galloping Gala!" Pinkie said smiling.

_"The Grand Galloping Gala?" _The ponies shouted and started to throw favors at us.

We try to get away but was trap when they surround us.

"What are we gonna do?" Spike ask.

"We're... gonna... _run_!" We shouted and ran as fast as we could.

We first hid behind a cart but was found and ran again, then we disguise as a couple taking a baby on a walk. The Ponies ran pass us and we ran once more. No matter where we went, the ponies was close behind. We where corner and shower with more favors. Finally, me and Twilight cast a spell that teleport us back to the library and Spike look burn.

"Ugh, warn me next time you're gonna do that." Spike said.

"I didn't even know it was gonna happen. Now quick, lock the doors." Twilight said.

We ran around closing the windows, locking the door and turning off the lights. Just as we thought it was over one of the lights turn on and we saw our friends.

"OH COME ON!" I shouted as Twilight scream.

"I can't decide, I just can't decide. It's important to all of you and I just can't stand to disappoint any of you, and giving me gifts and doing me favors won't make any difference, because you're all my friends and I wanna make you all happy and I can't, I just _can't_!" She said and lay on the ground.

"Twilight, sugar, I didn't mean to put so much pressure on you, and if it helps, I don't want the ticket anymore. You can give it to somepony else. I won't feel bad, I promise." Applejack said walking up.

"Me too. I feel just awful that I made _you_ feel so awful." Fluttershy said.

"And me too. It's no fun upsetting your friends." Pinkie added.

"Twilight, it was unfair of me to try to force you as I did." Rarity said also feeling bad.

"Yes! That means the ticket is mine. Ha ha, I got the ticket, I got the ticket-" Rainbow sang before we gave her a sour look.

"You know, I haven't perfected my signature moves for The Wonderbolts anyway. I don't need that ticket either." Rainbow said.

"We all got so gun-ho about going to the gala that we couldn't see how un-gun-ho we were making you." Applejack said.

"We're sorry Twilight." They all said.

"One thing I don't get is why you didn't try to get the ticket, Phantom." Rarity ask me.

"As I said before, they're Twilight's tickets so she get to make up her mind. Plus, there no point trying to make her choose. If I would done that, then I be a horrible little brother." I said.

Twilight smile and said, "Spike, take down a note."

Spike pull out a scroll and waited.

"_Dear Princess Celestia, I've learned that one of the joys of friendship is sharing your blessings, but when there's not enough blessings to go around, having more than your friends can make you feel pretty awful. So, though I appreciate the invitation, I will be returning both tickets to The Grand Galloping Gala." _Twilight said.

"WHAT?!" Everypony expect me shouted.

"If my friends can't all go, I don't wanna go either." Twilight said.

"Heh, that nice of you Twilight." I said and hug her.

"Twilight, you don't have to do that." Applejack said surprise.

"Nope. I've made up my mind. Spike, you can send the letter now." Twilight said.

Spike open the window and send the letter. It disappear and I hug my sister once more.

"Now you won't get to go to the gala either." Fluttershy said feeling.

"It's okay, girls. I couldn't possibly enjoy myself without my best friends there with me, so I would rather not go at all." Twilight said.

"Same here." I agree.

We hug and notices that Spike look like he was going to throw up.

"Well wallop my withers, Spike. Isn't that just like a boy? Can't handle the least bit of sentiment.", Applejack said before Spike belch up two letters, "Whoa Nelly!"

"A letter from the princess? That was fast." Twilight said.

"Why did she send two?" Fluttershy ask.

Spike open one letter and read, "_My faithful student Twilight, Why didn't you just say so in the first place?_" Six tickets to The Grand Galloping Gala."

The girls gasp as I grab the second letter and saw it was from Luna.

"_My newest Student Phantom, I have send you one as well._" I read and saw my own ticket.

"Wow! Phantom coming too!" Pinkie said as I smile.

"Now we can all go." Twilight said before our stomachs growl.

"Heh, heh, we still haven't eating since this morning." I said as we smile sheepishly.

"Allow us to treat you two to dinner." Rarity said as she open the door and took her ticket.

"What a great way to apologize." Rainbow said as she took hers.

"And to celebrate. Come on everyone, the cupcakes are on me." Pinkie said as she took hers.

Soon everypony had their ticket expect Spike.

"How come I don't get a ticket to the gala?" I heard him said before burping up another letter.

"_And one for you, Spike._" He read and took his ticket and ran outside laughing.

I follow and saw him stop near Applejack and said ," I mean, _gross_, I have to go too?"

I smile and shook my head. Spike ran off still laughing. I turn off the light and lock the door. I follow after my friends knowing that the Gala was going to be the talk of the town.

* * *

Here The Ticket Master. Phantom is the only one that does not try to get the ticket because he want Twilight to make the choice. Up next is Applebuck Season and Etrigan doing that one. Is everyone liking this so far? Please review.


	4. applebuck season

**ETRIGAN THE DEMON here as you know phantom fan 21 did last chapter and what a fine job he did anyway I'm doing this chapter so enjoy**

* * *

**Episode 4 **

**Applebuck Season **

**Applejack's pov**

"Boy howdy I got my work cut out for me! That there's the biggest crop of apples I ever laid eyes on." I said.

"Eeyup", Big Mac agree, "too big for you to handle on your own."

"I have to agree with Big Mac, Applejack." Phantom said.

"Phantom? What are you doing here?" I ask with a smile.

"I heard Big Mac hurt himself so I came to give him some muffins as a get well gift and maybe help, if that's okay." He said smiling back and levitating some muffins behind him.

"Thank you for the offer and muffins, but I can do this on my own." I said with a smile.

"If you insist, get well soon Big Mac. See you later, Applejack." he said before walking off.

"That was nice of him." I said with a blush.

"Eeyup.", Big Mac agree, "but still you should take his offer. If for no other reason then so you can talk."

"Come on Big Mac I haven't met an apple orchard yet that I can't handle." I said before realizing that I poked his bandages.

"Oh sorry.", I said, "I'll take a bite out of this job by day's end biting off more than you can chew."

"Is just what I'm afraid of." Big Mac said.

"Are you saying my mouth is making promises my legs can't keep?" I ask, eyebrow raised

"Eeyup." He said.

"Why of all the... this is your sister Applejack remember? _The loyalist of friends and the most dependable of ponies_." I said.

"But still only one pony." Big Mac said, "and one pony plus hundreds of apple tree's just doesn't add up. I think you should get Phantom's help, he asked after all.

"Don't use your fancy mathematics to muddle the issue.", I said, "I could handle this harvest and I'm gonna prove it to you I'm gonna get every single apple out of those tree's this Applebuck season all on my own!" I declared before gulping.

Then I remembered Phantom's offer, thinking back I realized that he was like a male Fluttershy and smiled.

Walking through the trees, I said to myself, "Well I better start kicking these apples aren't going to shake themselves out of the trees."

I was about to get started when the ground started shaking and an apple hit me on the head

_'Oh no!'_ I thought before running towards Ponyville.

* * *

**Phantom's pov**

Walking through town, I wonder how Applejack was doing. On thinking about how cute she was, I started blushing. Then the ground started rumbling. Seeing every pony run and hide in their houses my only thought was I hope Applejack's okay. Watching Rainbow Dash fly up, I looked where she was looking seeing a dust cloud.

We yelled, "Stampede!" before running off. Well, Rainbow Dash ran, I tore off towards the entrance to Ponyville to prepare a shield.

"Hey everypony, this makes my voice sound silly." Pinkie said shaking with the ground.

"Pinkie pie are you crazy? Run!" Twilight before spotting me.

"Where are you going Phantom?" She asked me.

"I'm going to the entrance of Ponyville to prepare a shield to try and stop them." I said, before wondering how Sweet Apple Acres was faring.

"You can't Phantom, your magic is not powerful enough." My sister told me.

"Then I must use my other magic." I said.

But before I could try, we saw Applejack and her dog run along side the cows.

"Yeah! Go Applejack!" We all shouted.

* * *

**3rd person view**

"Yee Haw!", Applejack yell, "go the other side Winona, put 'em up girl."

Rarity gasped and covering her eyes while pinkie started eating some popcorn she got from somewhere. Looking at her, Phantom and Twilight rolled their eyes before turning back to the stampeding herd.

"Come on little doggy turn!" She yelled before whistling.

"Winona put 'em up!" She said before jumping on top of one of the cows near the front.

With her lasso swinging it round she threw it round the leader's neck before jumping off and pulling forcing her to steer the herd away from Ponyville. Seeing her save the town caused everypony except me to cheer. I was to busy thinking about how beautiful she was and how I could return the favor.

"Hoo wee!", She said before tossing the rope away, "now what was that about?"

"Mooo hm hm hm.", said the lead cow, "oh my begging your pardon Applejack, but Morielle here saw one of those nasty snakes. Ignoring the other cows jumping and just gave us all the willies don'tcha know?"

"I completely understand, but next just try and steer clear of Ponyville." Applejack said.

"We certainly will Applejack, so long Winona." she said.

Walking into town, we ran up to her glad she was alright.

"Yee haw! Yee haw! Ride'em cow pony!", Pinkie Pie said copying her, "Applejack, was just so so appletastic!"

"Exactly!", finished the mayor, "We must do something for Applejack as a thank you for single hoofedly saving the town."

"I don't know about the rest of you but I know what I'm doing." Phantom said before walking off.

_'Huh, I wonder what's his plan?'_ Twilight thought watching her brother leave.

"I know!" Pinkie said, "a party!"

**Later...**

"We all ready Twilight?" Rarity ask.

"Almost just one last thing.", She said before attaching a banner to front hall. "now we're ready.

"By the way, have you seen your brother anywhere?" Rarity ask.

"I haven't seen him since yesterday, so no I haven't." Twilight said.

"Maybe he went to visit Big Mac and the rest of the apples." Rarity said before it dawned on her.

"I know what he's doing." She said, smiling.

"Really? Well what is it then?" Rarity ask.

"I'll confirm it with him when I see him.", Twilight said, "is Applejack all set?"

"Actually, I haven't seen her all week nor have I seen Phantom." Rainbow Dash spoke up.

"Not since the stampede." added Pinkie Pie.

"But she'll be here for sure! Applejack is never late." Rainbow Dash said.

**Later...**

Phantom and Applejack watch from the bridge as Twilight begins to speak. Yawning, Applejack said, "Thanks for the help Phantom."

"It was the least I could do after you saved the town.", Phantom said, smiling before yawning deeply, "well, I'll see you later Applejack, I'm going to get some sleep."

"See you later Phantom." Applejack saod before turning back to the stage.

"For helping us in matters great or small..." she heard from Twilight. Smiling, she sat down to see what the others will say. Twilight would have kept going, but was interrupted by Rainbow Dash praising her skills with a rope. Looking down, she yawned again before looking at the stage. What Pinkie Pie saying how she'll help with the baking in the shop, smiling. (**AN:** yeah let's just skip ahead to the mayor)

"Ahem," The Mayor said, "and so with no further ado, it is my privilege to give the prize pony of Ponyville award to our beloved guest of honor. A pony of the up most trustworthiness reliability and integrity Ponyville's most capable and dependable friend, **Applejack!**"she finished, pointing at the curtains opening showing nothing. Ponyville stopped cheering while staring at the empty spot.

"I'm here." said a familiar voice.

"Sorry I'm late." she said before yawning

"Sorry, did I get your tail Miss Mayor?" Applejack said, "I'd like to thank you kindly for this here award. Thingy it's so bright and shiny and I sure do look funny she chuckled looking in her reflection. (**AN: **this part makes me feel uncomfortable so I'm just going to skip ahead the first time twilight offers to help)

Applejack was kicking trees like she said. After kicking the third tree she nearly dozed off. Snapping awake she tried to kick it again kicking over a basket of apples.

"Whoops!" She said before walking over to pick them up.

_'What is that earth pony doing?'_ Twilight thought as she walk up to her.

"Hey, Applejack!" she called before seeing her fall asleep.

"Applejack!" she called again before teleporting in front of her and yelling, "Applejack!"

Shaking awake, Applejack looked at her before smiling.

"Howdy Twilight." she said before walking to another tree.

"What is all this?" Twilight asked.

"It's Applebuck Season." Applejack said, walking to another tree.

Teleporting in front of her, Twilight ask her, "Applewhat season?"

"It's what the apple family calls harvesting time.", Applejack answered walking to another tree, "we gather all the apples from the trees so we can sell them."

"But why are you doing it all alone?" Twilight ask worriedly.

"Because Big Macintosh hurt himself." Applejack answer.

"But what about all those other apple family members I met when I first came here?" Twilight ask, wondering where those ponies were.

"They were just here for the Apple Family reunion.", Applejack said, "they actually live all over Equestria and their busy harvesting their own orchards, so uh I'm own my. but Phantom was nice enough to drop by with some muffins for the family and even helped me buck some of the trees. Last I saw him he went to the library to get some sleep. We've been working for a week, how is he by the way?"

"Still sleeping Applejack." Twilight deadpanned.

"Well it's probably for the best. No offence, but unicorns don't have the stamina or strength of earth ponies. I'm impressed he made it that long, but any way we were working all week. So I need to get back to work." Applejack said.

"Fine." Twilight said.

Moving swaying slightly, Applejack said, "Could you please move out of the way Twilight?"

"I just did.", Twilight said from beside her, "Applejack, you don't look so good, are you okay?"

"Now don't none of you three worry none, I'm just fine and dandy." Applejack said.

Teleporting in front of her, Twilight asked, "Do you want some help?"

"No way, no how! From what you said, Phantom has been asleep for nearly a week. I can't allow that to happen to anyone else." Applejack said.

"But you can't possibly do it on your own!" Twilight said worried.

"Is that a challenge?" Applejack ask.

"Uh... no?" Twilight said.

"Well then I'm gonna prove to you that I can do it!" Applejack said.

"You already lost that by allowing Phantom to help." Twilight pointed out.

"Well at least he was up front about it instead of giving me a trophy. He came and helped me and the rest of the apple family, now if you'll excuse me I've got apples to buck." Applejack said, walking towards a tree.

Looking after her, Twilight wondered what has she gotten herself into.

**The next day**

Rainbow Dash was patiently waiting for Applejack (impossible) on a fence. Hearing her stop next to the fence, Rainbow Dash turned and said, "About time!"

Yawning, Applejack said, "I'm mighty sorry Rainbow. I was busy applebucking and I closed my eyes for a second and when I woke up, I was late so what's this new trick of yours?"

"See this contraption?" Rainbow Dash said pointing to a see saw with a tower next to it.

"Uh, yeah." Applejack said sleepy.

"Well, I'm gonna stand on one end and your gonna jump from there on to the other, launching me into the air faster then I can take off on my own, where I will do all sorts of flips and spins and tricks that are sure to impress the Wonderbolts!" Rainbow Dash said excitedly.

"Ah isn't that a might dangerous?" Applejack ask her.

"Heh not for a pony who can fly." Rainbow Dash said, before standing on the down end of the seesaw.

Climbing to the top of the tower, Applejack suddenly felt very high up.

"Are you ready jump?" shouted Rainbow Dash.

Applejack jumped only to splat on the ground.

"Maybe I wasn't clear enough you need to land on the other end." Rainbow Dash said, walking up to applejack.

Pulling her face from the ground, Applejack dizzily said, "Got it!" before landing on the ground many times. After doing that for a while...

"Applejack!", Rainbow call, "what the hay is going on?" I thought I was working with Ponyville's best athlete?"

Shaking her head, Applejack said, "You are! I'm just a little worried about Phantom that's all. I'm okay really, I have an idea watch this."

Applejack pull down the other end of the lever. Seeing Rainbow Dash's deadpan expression, Applejack said "Maybe not. Here one more try."

Climbing back up, not hearing the thud of Rainbow Dash hitting the ground. Looking over she chuckled before jumping on to the lever.

_"Applejack!"_ Rainbow Dash shouted as she flew through the air.

"Your welcome!" Applejack called after her.

**At the Library**

Feeling something crash into the platform, Twilight she looked up from her reading to see Rainbow Dash hanging over the railing.

"Can I help you?" She ask.

"I think some pony else needs your help." She said.

"Applejack?" Twilight ask.

"Yep." Rainbow Dash said before turning and seeing a familiar set of black hooves.

"Hey Phantom, how you been?" she said before falling into unconsciousness.

* * *

**Phantom's pov**

I look at my sister as she looked at me.

I sighed, she stayed up too late again.

"Come on, Twilight we can put her in my bed." I said, picking up Rainbow Dash.

We put her in my bed and after making sure nothing was broken, we put her wings in a comfortable position.

I then turn and said to Twilight, "You get the others to talk about this, I need to go talk to Applejack."

**Sweet Apple Acres**

Seeing Applejack do all this work no help made me feel, well, bad. Even though I knew she asked for it like this, using my magic I took of the baskets she was wearing and put them on my back.

"Applejack.", I said, "we need to talk."

"Hey Phantom, how you feeling?" She said turning to me.

Seeing her face, I frowned at her. Her mane was a mess, her eyes looked out of focus and she had bags under them. Before entering, I encountered one of her ancestors, he told me to help her no matter what as this was not the first time somepony has done this.

"Applejack, I know you mean well, but you need to get some sleep." I said.

"Why?", she ask, "I'm doing fine."

"Because this is not good for your health and if you won't get it willingly, I will have to force you." I said.

"I need to finish this Applebuck season and if you won't help me then stay out of mah way." She said growling at me.

Shaking my head, I used one of the sleeping spells Luna taught me. Putting her on my back I took her to the library, where Rainbow Dash was sure to have woken up.

**The Library**

Seeing Rainbow Dash still hadn't woken up, I gave her a little shake. I stepped back seeing her wake up. I watched her look around before remembering where she was. I saw her look down before seeing a blush cover her cheeks. Chuckling out loud I watched as she looked at me, her blush covering her face. Picking her up I moved her downstairs with the others. Then I put Applejack in the bed making sure her hat was right. Beside smiling, I watched her before realizing what I was doing. Heading downstairs I sat with the others.

"Twilight I'm going to the farm to explain everything and keep the job going. I want you to stay here make sure she stays in bed until then." I said

"Okay, Alright Phantom!" She said.

"Fluttershy, you can help too? Here use this spell if she tries to get up. It's a sleep spell, that's how I got her here in the first place. The rest of you are coming with me. We're going to buck some apples." I said, hearing a chorus of yes's.

I teleported everypony except Twilight, Fluttershy and Applejack to Sweet Apple Acres.

**Sweet Apple Acres**

"Alright you start bucking. I'll explain everything to Granny Smith, Big Mac and Apple Bloom, alright?" I said.

"Right." The others said before heading off.

Walking up to the front door, I hoped they didn't overreact, knocking. I waited for someone to open the door.

"Hello Granny Smith.", I said, "may I come in? It concerns Applejack."

"Oh sure let me call the others, Big Mac! Apple Bloom! come here! Phantom's got some news about Applejack!"

Seeing them all sit down I proceeded to explain that Applejack was overworking herself she needed some sleep.

"I'm sorry I took her without warning, but I was the only one she trusted not to ask her if she wanted help." I said.

"So where is she then?" Apple Bloom ask.

"She's back at the library sleeping. I used a neat little sleeping spell I was taught. Twilight and Fluttershy are watching to make sure she doesn't do anything stupid. The rest of us are doing the apple bucking." I answered then notices something was missing from Big Mac.

"Hey Big Mac, you got no bandages!" I exclaimed.

"Nope!" He said smiling.

"Well then if your good to go, we could use your help." I said.

"Eeyup." he said.

"Apple Bloom, Granny Smith, if you want you can go visit Applejack. Big Mac will show us where everything is." I said with a grin.

"Alright then Phantom, have fun." Granny Smith saod as she began the walk to Ponyville with Apple Bloom.

"I will!", I called back waving goodbye, "Come on then Big Mac, we got work to do."

"Eeyup." he said before running into the orchard.

* * *

**The Library **

**Applejack's pov**

Waking up, I realized I had fallen asleep again.

"Gosh darn it!", I said, "well those apples aren't going to buck themselves."

I prepared to climb out of bed... wait a minute... bed? Looking around, I realized this wasn't Sweet Apple Acres, this was the library. Getting up, I looked around again and saw who's bed I was sleeping in. A massive blush came over my face when I heard talking downstairs. Going down, I saw Fluttershy, Granny Smith, Apple Bloom and Phantom's sister, Twilight.

"Granny Smith, Apple Bloom, what are you doing here?" I ask.

"Ah well, Phantom told us that you were overworking yourself. He said he heard from one of your ancestors that this was not the first time it happened in your family line. It skips one generation before it happens again." Granny Smith said.

"He knocked you out with a sleeping spell and brought you here." Twilight said.

Remembering where I woke up, my blush returned with reinforcements.

"By the way Applejack, your supposed to be in bed." Twilight added.

"Where's Phantom?" I asked.

"He and the others are bucking the apples you haven't down yet." Apple Bloom said.

"Not anymore!" said a familiar voice with a chuckle.

"We just got done, now what did I say about keeping her in bed?" Phantom said.

"She got out while we where taking to Granny Smith and Apple Bloom." Twilight told her brother.

"It's fine but now I need to talk to her alone." he said.

"Alright." said the others before watching me follow Phantom up the stairs.

* * *

**3rd person pov**

When they got up there, Phantom turned with a cross look on his face.

"What were you thinking?!" He said loud enough to get the point, but not loud enough to alert the others.

"I thought I could do it without help." She said quietly.

"And look where it got you! Arguing with your friends, launching Rainbow Dash into the platforms railings and accepting no ponies help, but mine!" He said.

"You were over stressed! You need to let ponies help once in a while, do you understand?" He said softer then when he started.

"Yes, I do." Applejack said feeling guilty about what she done.

"Great.", He said giving her a hug, "we where worried about you, all of us."

"One last thing." She said giving him a kiss on the cheek.

"Thank you." She said before walking downstairs, leaving him in complete silence.

"Well come on every pony, it's time to go home." she said.

"See you tomorrow Applejack!" the rest of her friends said, waving goodbye.

"And thank you all for helping us get Applejack back." Granny Smith said to the others.

"No problem." The rest of the Mane Seven said minus Phantom.

Looking up stairs, we see Phantom with a hoof on his cheek blushing and smiling. While he looked out the window seeing the moon give him a wink.

Back down stairs Twilight got letter ready to send to Celestia.

"_Dear Princess Celestia,_

_My friend Applejack is the best friend a pony could ever have, and she's always there to help any pony. The only trouble _is_, when she needs help, she finds it hard to accept it, so while friendship is about giving of ourselves to friends, it's also about accepting what our friends have to offer. And I think Phantom might have a little something for her. But I can't wait until he ready._

__Your faithful student, __Twilight Sparkle."__

Twilight had Spike send it before Phantom let an loud, "YEE HAW!"

* * *

**Alright! Thank you for reading this. I'm sorry if it's not completely accurate, but this is how we do it with an oc character. O****ne last thing, me and Phantom Fan 21 are having some issues with a future episode ****and we need your help. Phantom is getting a pet and we need your suggestions on animals for him to have. He and Twilight are not sharing the owl. **

**A****lright we await your suggestions the animal species. Who can not be Phantom's pet are a ****dog, ****alligator, ****owl, ****cat, ****turtle, ****rabbit, and ****cockatrice**

**Anything else is fair game. Give us your best suggestions ETRIGAN THE DEMON OUT.**

This is Phantom Phantom Fan 21, the pet choice will go on until we reach May the Best Pet win. And to be fair there will be time we will have little to no Phantom being in the chapters. Once more I got the next two chapters, But I mainly want to do Boast Busters. Once those chapters come. You'll will see how it works. Please give us your animals thoughts and review.


	5. griffon brush off

Here we go, Griffon Brush off. Now there going to be a little something I thought of and it will be show more in Heart and Hooves Day episode. A start of a Love Triangle between Phantom, Applejack and Rainbow Dash. We saw we got a few pet choices and we will keep track. There will be one pet choosing once May the Best Pet Win is started. Whoever pet will be pick we will thank. Now enjoy something that not only an funny chapter but how notices old friends might at towards your new friends.

* * *

**3rd Person**

It was a nice day at the Ponyville Park. Twilight was reading a book as Pinkie was explaining what Rainbow Dash was doing when she saw her.

"Hoof-biting action overload! She was like a stunt superstar, flying higher and higher, and then Rainbow Dash swooped down-swoosh-and right before she hit the ground-shoom-she pulled up-vrrrmmm!" Pinkie said excited.

"Uh-huh." TWilight said not really listening.

"And then she looped around and around like whoo, whoo, whoo, whoo, whoo, whoo, whoo!" Pinkie move her head around really fast.

"Uh-huh." Twilight said again still not listening.

Pinkie was about to go on but spotted Rainbow flying over her.

"Rainbow Dash!" Pinkie said and ran after her.

Twilight sigh and went back to reading in peace.

Rainbow look down and saw Pinkie.

"_Pinkie Pie_? Not again." Rainbow groan and started to fly faster.

"Rainbow Dash." Pinkie said.

"Not now, Pinkie Pie." Rainbow said noting wanting to deal with the pink mare.

"But, but Rainbow Dash–" Pinkie try to say.

"I'm in the middle of something." Rainbow said trying to get her to leave.

"But–" Pinkie try again.

"I said not now-" Rainbow was so busy trying to get Pinkie to leave her alone that see didn't see where she was going and crash.

"I was gonna tell you to look out for that mountain." Pinkie said as Rainbow groan.

Later...

Rainbow was napping on her cloud as Pinkie hope though Ponyville.

"Hi, I'm looking for Rainbow Dash. Have you seen her?" Pinkie ask a group of Ponies.

Rainbow her Pinkie and try to hind in her cloud.

"Hi there, have you seen Rainbow Dash? Okay, thanks anyway." Pinkie ask another pony.

"Twilight, have you seen Rainbow Dash anywhere?" Pinkie ask her.

"Isn't she up there?" Twilight said.

"Rainbow _Dash_." Pinkie call out in a sing along voice.

Rainbow quickly flew off with Pinkie hopping behind her.

Rainbow flew until she reach Sweet Apples Arcs. She peek out from behind the farm and saw not trace of the pink happy mare.

"Phew. That was close." She said and turn around.

"Hi." Pinkie said and Rainbow scream and flew off again.

She didn't stop until she reach the Library. She flew into the leaves and look out to see if Pinkie was close by. She didn't notice Phantom by the window and Pinkie appear again.

"Hi again!" She said and Rainbow flew out.

Phantom walk out and notices Pinkie hopping away. Wondering what his friends was up to, he follow them.

Rainbow flew over a open field as Pinkie hop after her. Rainbow was actually hiding behind a cloud and tip hoof away until she made it to the lake.

She thought is was safe until she heard, "I need a favor, Rainbow Dash."

"Waaa-oh, forget it." Rainbow said knowing that she can't lose Pinkie Pie.

"I _totally_ promise it'll be _totally_ fun." Pinkie said happily.

"Okay." Rainbow sigh.

* * *

**Phantom Pov,**

I had a little trouble keeping up with the fastest Pegasus I met and a pink mare that does strange things but I found them at the Town Hall. I watch as Rainbow move a cloud around as Pinkie was trying to find a place for it.

"Over to the right. No no, a little to the left. Oh wait, back to the right. Now a little leftish while staying rightly. _Stop_. Hmm. Maybe a few inches to the south. Now a couple centimeters north. Okay. One more smidgimeter to the-" Pinkie said before Rainbow lost it.

"_Pinkie Pie_!" She shouted.

"Uh, I mean, perfect."Pinkie said as I reach them.

"What are you two doing?" I ask them.

"Oh, we're just getting a surprise ready." Pinkie said and ran up to the window.

I look in and saw Spike getting scrolls. I was quick to realizes what they were doing and decide to play along. Spike walk up and Pinkie wave her hoof. Rainbow kick the cloud and the sound of thunder scare him. We all waited before Spike started to hiccup.

"Oh Rainbow Dash, we startled Spike into getting the hiccups." Pinkie laugh.

Soon I started to laugh as well.

"Oh Rainbow Dash, we startled Spike into getting the hiccups." Pinkie said.

Spike laugh and said, "Good one, Pinkie "hiccup" Pie. "hiccup" You're always pulling a fast one "hiccup" on me."

"HAHA, don't forget to get rid of them first Spike." I said as he pick up a scroll.

Spike hiccup and made his flames shoot out and send the scroll to Princess Celestia.

"Oh no, you're not hurt are you?" Pinkie ask worry that the prank might have gone too far.

"Ne-"hiccup"-eh, don't be "hiccup" silly, dragons are "hiccup" fire-proof." Spike said and pick up the scrolls.

"Oh, Okay." Pinkie said as we laugh again.

His next hiccup send the ones he had to Celestia and added, "I wish the same thing "hiccup" were true with scrolls.

We laugh even more as Spike try to pick up the scrolls but kept sending them to Celestia.

"Have you ever _seen_ anything more hilarious?" Pinkie ask.

"I can think of _one_ thing." I said and gave the signal.

Rainbow kick the the cloud and scare Pinkie into having the hiccups as well.

We all laugh again as Pinkie hiccup.

"I didn't take you for a prankster, Pinkie Pie nor you Phantom." Rainbow said.

"HA, I use to prank Twilight all the time when we were young! It was too funny to see her fall for the same prank every year!" I laugh.

"Are you "hiccup" kidding? "hiccup" I love to pull pranks. It's all "hiccup" in good fun, and Pinkie Pie lo-"hiccup"-oves to have "hiccup" fun!" Pinkie said with the hiccups.

"You know Pinkie Pie, you're not as annoying as I thought. You wanna hang out?" Rainbow said and ask.

"That'd be "hiccup" I'd really "hiccup" When do "hiccup" I mean "hiccup" When would you "hiccup"." Pinkie try to said but jump every with each hiccup.

Rainbow shook her head and held up her hoof to stop Pinkie.

"A simple nod will do." She said and Pinkie nods.

"Mind if I join in? It been a while since I pull off any pranks." I ask.

"Sure, welcome to team." Rainbow said.

* * *

**3rd Person Pov,**

Pinkie, Rainbow, and Phantom ran out from Sugarcube corner with all the pranks they had in mind. There first target, Rarity's Place. Pinkie ran the the doorbell as Phantom cover the flowers with a pink power before Rainbow set them down and they ran off.

"Is she even home?" Rainbow ask.

"I don't know. This is gonna be gold." Pinkie answer.

"There she is." Rainbow said seeing Rarity open the door.

"Shh, shh!" Phantom shush them.

The watch as Rarity saw the flower and bend down to smell them. She move back up before seeing a pink power on her nose that made her sneeze. She hear laughter and saw Pinkie, Rainbow, and Phantom walk out of their hiding place with Rainbow holding up Sneezing Power. Rainbow and Phantom ran off with the power getting on Pinkie who sneeze after them. Rarity smile, know that those three were just having fun.

**At the Library,**

Twilight was making a potion and was write downs notes. She turn away and miss seeing the notes disappear as she added what was need. She turn back to see the the scroll was blank and she look back and forth before the potion made a small pop noise and she hear laughter. She look her window and saw Rainbow, Pinkie and Phantom laughing with Phantom holding up a invisible ink bottle. Twilight walk away as the three continue to laugh.

"HAHAHAHA! Every year! I love throwing this on her!" Phantom told as they laugh ever more.

**At Sweet Apple Acres,**

Applejack walk out of her barn, ready to buck some apples but notices that all the Apples where different colors. She turn to see Phantom, Pinkie and Rainbow laughing. The three quickly ran as Applejack threw the apples them. One apple landed in a barrel of water and the color come off showing that they painted them. Applejack laugh as she got the prank.

**At the Lake,**

Fluttershy was busy feeding animals and didn't notices a fake one swimming her way. On the other side, Pinkie was ready with prank as Rainbow Dash look through the telescope.

"So, who over there? Who're we gonna squirt?" Phantom ask.

"Fluttershy." Rainbow answer.

"_WHAT_?", Pinkie shouted, "Nononononono, we _can't_ prank Fluttershy, I mean, she's _so_ sensitive. It'll hurt her feelings, even our most harmless prank."

Phantom nods in agreement. He spend some time with her and knows not to do anything to scare her.

"Yeah, you're right." Rainbow said, also agreeing. "Huh. We need another victim who's made of tougher stuff. So, who's it gonna be?"

"Oh," Pinkie said trying not to laugh, "I've got _someone_ in mind. The toughest around."

Phantom try hard not to laugh as he saw black ink around Rainbow eye.

"Oh, awesome. Who? Who? Do I know them?" Rainbow ask looking around.

"Let just say you close. _Really_ close!" Phantom said and pointed into the pond.

Rainbow look and saw what was on her eye. She land before looking over the pond.

"Hey, Phantom! Is that a ghost over there?" Rainbow ask.

"Huh?" Phantom ask and look.

"I don't see any." He said.

"I thought I saw a ghost, can't you use your other magic to see it?" Rainbow ask getting behind him.

"Rainbow, I can only see them if my eyes turn green...WHOA!" Phantom shouted as Rainbow push him in the pond.

Phantom pop up and saw Pinkie and Rainbow laughing. He glare at them before an surprise look appear on his face and was drag underneath.

"Come on Phantom, we know your faking." Rainbow said.

But the pond remain still. Rainbow and Pinkie started to get a bit worry and walk up near the edge.

"Um, Phantom?" Rainbow ask.

Then all of a sudden Phantom jump out of the water and let out a huge roar that scare both of them.

He land on the shore and laugh.

"Got ya!" He said and the other two started laughing.

The three Pranksters laugh until Celestia sun set, ending their day of fun.

Rainbow on the other hand look at Phantom and notices he was still wet. She look all over his body as water drip off him. She then felt something on her face and realizes she was blush.

_'Whoa!_ _Am I falling for Phantom?', _Rainbow thought, _'I must be crazy. There no way Twi would let me go out with her brother, but he is cute. AGH! Stop it Rainbow Dash!'_

* * *

**Pinkie's Pov**

The sun raise and I was on my way to Rainbow's house. I decide to Phantom later so the three of us can have fun again. I was wearing my goofy mask and blew my party hooter, until I reach Rainbow's House, well, Cloud house! What? Twilight and Phantom live in a tree, I live in a gingerbread like house, who say's you can't live in a cloud house, of course, if you were a pegasus.

"Rise and shine Rainbow Dash! It's a brand new day and we got a lot of pranking to- Ooh." I said before spotting some one new and it wasn't a pony.

"Mornin', Pinks." Rainbow ask said and flew down.

"Gilda, this is my gal pal, Pinkie Pie." She said to the guest she had.

"Hey. What's up?" She said.

"Pinkie, this is my griffon friend, Gilda." Rainbow told me.

"What a Griffon?" I ask confuse.

"She a half eagle, half lion." Phantom said ask he walk up.

"Morning Phant!" Rainbow said.

"Morning RD, Hello Gilda." Phantom said.

"You know her?" I ask him.

"No, I hear Rainbow say her name." Phantom told me.

"Gilda's my best friend from my days at Junior Speedster flight camp. Hey, remember the chant?" Rainbow said before asking Gilda.

"Sha, they made us recite it every morning, I'll never get that lame thing out of my head." She said.

"Sooo...?" Rainbow ask her.

Gilda sign and said, "Ugh. Only for you, Dash."

We watch as they flew up and said the chant.

"Junior Speedsters are our lives, Sky-bound soars and daring dives Junior Speedsters, it's our quest, To some day be the very best!"

I laugh as Phantom clap his hooves.

"Oh that was awesome, and it gave me a great idea for a prank. Gilda, you game?" I said then ask her.

"Huh. Well, I groove on a good prank as much as the next griffon. But Dash, you promised me we'd get a flying session in this morning." Gilda said and flew off.

"Yeah, uh, well, Pinkie Pie, Phantom, you don't mind, do you? Gilda just got here. We'll catch up with you later." Rainbow ask.

"Sure, go catch up." Phantom said.

"Oh. Um, well sure, no problem. Have fun you guys, I'll, uh, just catch up with you-later. " I said and blew my party hooter sadly.

"Come on Pinkie, we can throw some pranks while we wait. Besides I want to hear that ideas of yours!" Phantom told me as we walk back to Ponyville.

* * *

**3rd Person Pov,**

Rainbow and Gilda flew around Ponyville before landing on a cloud and laugh.

"Whoa, that was sweet. Just like old times." Gilda said as she got up.

"Yeah, only _faster_. So now what?" Rainbow said then ask.

"Hey there." Pinkie said as her head pop though the cloud.

"Huh?" Rainbow and Gilda ask confuse.

"It's later. And I caught up." Pinkie said before we see that she was using a trampoline.

"Pinkie Pie, you are so random." Rainbow laugh.

Gilda, however, was not happy.

"Hey Dash, think you got enough gas left to beat me to that cloud?" She ask.

"A race, huh? You are _so _on!" Rainbow said and they got ready.

"One, two, three, _go_." Gilda said and they both flew off.

_"Hey!" _Pinkie shouted.

Rainbow and Gilda flew through and turn to each other.

"I win, As if, I won, dude, No way, Yes way, Oh, come on, I was way ahead of you, Uh, I don't think so, Oh Geez, dream on, Remember back in camp? I–, There is no way you beat me, Whatever." The two argue before Pinkie spoke up.

"Wow guys, that was really close, but I think Rainbow Dash beat you by a teeny weeny itty bitty hair, or a teeny weeny itty bitty feather." She said floated with some balloons tie to her.

"Hah, see? Good thing Pinkie Pie's here to keep you honest, _G_." Rainbow said as Gilda growl before she recover.

"Okay... Dash, last one to that cloud up there is a gnarly dragon egg. _Go_!" Gilda said and they both flew off.

Pinkie watch before she spotted Gilda was still behind.

"I think the high altitude is making you dizzy." She said and pop her balloons.

After Pinkie fell Gilda flew up to Rainbow and they both land on the cloud.

"Oh wow, you guys almost got away from me that time." Pinkie said surprising them.

Gilda turn to Rainbow Dash and ask, "So, Dash, got any new moves in your tricktionary, or are you 100% _old_ school?"

"New moves? Heh, sit back _G_, this is gonna take a while." Rainbow said and flew off.

Once Rainbow was gone, Gilda turn to Pinkie and said, "Hey Pinkie, c'mere."

"Yeah?" Pinkie ask as she got closer.

Gilda grab her strange copter and said in an angry voice, "Don't you know how to take _get lost_ for an answer? Dash doesn't need to hang with a dweeb like you now that _I'm_ around. You're dorkin' up the skies, Stinkie Pie, so make like a bee and _BUZZ OFF_."

She grab the blades and they stop but made her spin instead. Gilda let go and Pinkie flew off.

Rainbow land back on the cloud and said, "Try matching _that_. Hey, where's Pinkie Pie and her crazy contraption?"

"Eh, she left. Something about being _as busy as a bee_." Gilda said.

Pinkie was actually laying on the ground wondering why Gilda was being mean. She decide to talk to Twilight and Phantom about this.

**At the Library,**

"So Pinkie Pie, are you sure that this friend of Rainbow Dash is really so mean?" Twilight ask as she look for book.

She got over the prank that her brother pull on her and was listening to Pinkie problem.

"Strange. She sound like an okay griffon to me." Phantom said.

"Um, _yeah_. She keeps stealing Rainbow Dash away, she pops my balloons, and she told me to buzz off. I've never met a griffon this mean. Well, actually, I've never met a griffon at all, but I bet if I had, she wouldn't have been as mean and grumpy as Gilda." Pinkie said.

"You know what I think, Pinkie Pie." Twilight said to her.

"Hmm?" Pinkie ask.

"Well, I think... you're jealous." Twilight said.

"Twilight!" Phantom shouted.

"_Jealous_?" Pinkie ask in surprise.

"Green with envy. Well, in your case, _pink with envy_." Spike added his two cents.

"Not helping Spike." Phantom said.

"Well, yes. Jealous. Listen Pinkie, I don't want to upset you, but just because Rainbow Dash has another friend doesn't make Gilda a grump. I mean, perhaps it's you, Pinkie, who needs to improve her attitude." Twilight said being honest.

"Improve _my_ attitude? But I... D... B.. It's Gilda that... D... Are you seri... AGH!" Pinkie started to say but cry out in frustration and left.

"Nice work sis." Phantom said sourly and follow after Pinkie as Twilight sigh.

* * *

**Pinkie Pov,**

I sat at table drinking my shake and thought about what Twilight said.

"Maybe Twilight is right. Maybe Gilda isn't a big meanie grumpy mean-meanie-pants. Maybe I'm just a big jealous judgmental jealous-jealousy-pants." I said before taking a sip from my drink.

I heard a familiar sound and quickly move to the other side of the table.

I watch Rainbow and Gilda fly through the air and her Rainbow talk.

"That was sweet. Ugh, I gotta take care of a few weather jobs around here. Shouldn't take long. Just, uh, hang out in town and I'll come find ya." She said as they both land in town.

"That's cool, I guess. I'm gonna go chow down." Gilda said.

"Later!" Rainbow said and flew off.

I watch as Gilda walk around and look at an stand that Granny Smith was near. I watch as she made her tail go through the vegetables and rub Granny Smith nose.

"Aaah! A rattler, a _rattler_! Run for the hills! Everybody forsake yourselves!" She said and try to run, but her old age made her slow too.

I saw Gilda pop up and laugh a bit before noticing a pony right next to her. She tap on of the veggies and said, " This stuff ain't fresh, dude."

"Aw, poor Granny Smith, she didn't know it was a joke. How mean. No, no, I can't misjudge her. It _was_ kind of a funny prank, I guess." I said feeling bad about Granny not knowing it was a prank but I didn't want to sound like I was still being a jealous judgmental jealous-jealousy-pants.

I then watch Gilda steal an apple when no pony saw her. I gasp at that.

"I _did_ misjudge her. She's not only a meanie mean-pants, she's also a thief. Nonononono, she might give it back. It's just a joke." I said before stopping myself.

I turn and saw Fluttershy leading some ducks down the path and ponies where staying out of the way. Gilda, however, did not.

"Alright little ones, this way, this way. Mama duck, you're free and clear." She said then bump into Gilda.

"_Hey_!" She shouted.

"Please excuse me." Fluttershy said.

"I'm walkin' here." Gilda said angrily.

"Oh, um, I'm sorry. I-I-I was just trying to..." Fluttershy try to say.

"_I'm sorry, I'm sorry.", _Gilda mock her, "why don't you just watch where you're going, doofus?"

"B-b-b-but I... I..." Fluttershy started to say but Gilda took an deep breath and roar.

He break was snap shut by a green glow but Fluttershy was already running and crying.

I turn to see Phantom with his horn glowing and his eyes green. I knew what happen, Phantom other magic is being use.

"AND WHAT IS YOUR PROBLEM?!" He shouted, letting her break go.

"What is it to you?" Gilda ask.

"I just so happen to be friends with that mare you scare off, She was just doing her job and you go and roar at her?!" Phantom said.

_'Wow! I never seen Phantom so upset before. It like he a whole new pony.' _I thought.

"Ugh, please, all these lame ponies are driving me buggy. I gotta bail." Gilda said and flew off.

I was just as angry as Phantom. I walk up to him and saw his eyes turn back to blue but her didn't cheer up.

"You were right Pinkie, Gilda is a meanie." He said.

"She's a grump, _and_ a thief, _and_ a bully. The meanest kind of mean meanie-pants there is. I can take it, but no one treats Fluttershy like that. _No_. _One_. This calls for extreme measures, Pinkie Pie style." I said ready to show Gilda what I was made of while Phantom look at me confuse.

* * *

**Phantom's Pov**

When I heard Pinkie said she was going use extreme measures, I didn't think she'll throw a party for Gilda. Still, when it comes to Pinkie, it hard to understand what goes through her head.

"Welcome, welcome. Welcome!" Pinkie said as ponies came in.

I look around and saw Applejack and Rarity talking.

"Who's this Gilda I've heard nothing about?" Applejack ask Rarity.

"I hear she's an old friend of Rainbow Dash. A griffon, so rare." Rarity told her.

I then turn to see my sister and Fluttershy talking as well.

"You've met Gilda, right? What's she like?" Twilight ask her.

I still felt upset about what Gilda did to Fluttershy. She had no right to roar at her.

"Oh, um, well, I'll tell you later, Twilight." Fluttershy said and walk up to Pinkie.

"Welcome. Welcome." Pinkie said as more ponies walk in.

"Um, Pinkie Pie, about this party for Gilda. Umm... Do you really think it's a good idea? I mean–" Fluttershy started to say but Pinkie smile.

"Don't worry your pretty little head about mean old Gilda. Your auntie Pinkie Pie's got it all taken care of." She said, rubbing her head and going back to welcoming ponies.

"I'm a year older than you." Fluttershy pointed out but Pinkie did hear.

I was about to walk up and ask if Fluttershy was ok when I hear that the guest of honor had arrive.

"Gilda! I'm so honored to throw you one of my signature Pinkie Pie parties, and I really, truly, sincerely, hope you feel welcome here amongst all us pony folk." Pinkie said held up her hoof.

Gilda look at it before grabbing it. I watch her get shock before Pinkie flip her hoof over.

"Oh Pinkie Pie, the old hoof-shake buzzer. You are a _scream_." Rainbow said laughing.

I laugh as well. That was the oldest prank in book.

"Yeah.", Gilda chuckle nervously, "uh, good one, Pinkie Pie."

I smile, I guess it time for a some fun, maybe this was Pinkie way of getting Gilda to be nice.

"Come on _G_, I'll introduce you to some of my other friends." Rainbow said and walk off.

"Right behind you Dash." Gilda said before turning to Pinkie, "_I know what you're up to._"

"Great." Pinkie said missing the point.

"Rrrh. I know what you're _planning_." Gilda said again.

"Well, I hope so. This wasn't supposed to be a surprise party." Pinkie said, still missing the point.

"I mean, I've got my eye on you." Gilda told her before Pinkie got in her face.

"And _I_ got my _eye_ on _you_.", Pinkie said before turning to all the ponies that come Everyone, I'd like you all to meet Gilda, a long-time, dear friend of Rainbow Dash. Let's honor her and welcome her to Ponyville."

Everyone but me cheer for Gilda and she did wave, but half-heartily.

"Please help yourself." Pinkie said showing Gilda the food.

"Vanilla lemon drops. Don't mind if I do." Gilda said and ate one.

However something was wrong. We soon found out when Gilda started to shoot fire out like a dragon.

"Gilda, the punch." Rainbow said and she ran over it.

We watch her grab a cup and drink it. Well, try to anyway. We all laugh as Gilda look confuse. She look down to see that the drink didn't go in her mouth at all.

"Well, whaddya know, pepper in the vanilla lemon drops, and the punch served in a dribble glass." Pinkie said.

"Heh, what a prank!" I said.

"Ha. Priceless. Priceless." Rainbow laugh as Gilda got a new cup and drink it.

"Yeah, _hilarious_." Gilda said not happy at all.

_'What wrong? I thought you said you like pranks as much as the next griffon?' _I ask in thought.

"Hey _G_, look, presents." Rainbow said and Gilda ran over to them.

She pick up and round one and open it. Only for some fake snakes to pop out and made her fur poof out. We all laugh again.

"Spittin' snakes. Hah, somepony pulled that prank on me last month." Applejack said as she laugh.

"Ha ha. I bet I know who _that_ was." Gilda said looking at Pinkie.

"You _do_?" Pinkie ask.

_'Gilda, you better enjoy this, because this is one party that you'll never forget.' _I thought as the party went on.

* * *

**3rd Person Pov,**

Pinkie's party went on great. Ponies every where was having fun. Gilda, however, was still watching Pinkie.

"Cake time everypony." Pinkie said and brought out the cake.

"Hey, can I blow out the candles?" Spike ask.

"Why don't we let Gilda blow out the candles, Spike. She _is_ the guest of honor after all." Twilight said before the so name griffon push Spike away.

Phantom caught him and Gilda said, "Exactly."

She blew out the candles only for them to relight. Gilda try again and again but they kept relighting. Everypony laugh once again.

"Re-lighting birthday candles, I love that prank. What a classic." Spike said.

"Yeah, Twilight did that to me on my sixth birthday." Phantom added as ponies laugh some more.

"Now, I wonder who could've done that." Pinkie said, talking about the prank.

"Yeah, _I wonder." _Gilda said looking at Pinkie.

"Mmm, who cares. This cake is amazing." Spike said as he ate through it.

"_SPIKE!_" Twilight and Phantom yell.

"What? It's great, try some." Spike said.

"Hey _G_, you're not upset about some silly candles, are you?" Rainbow ask her old friend.

"No way Dash, like I said, I'm down with a good prank." Gilda said smiling.

"Come on then, let's have some cake." Rainbow said and went to go get some.

Pinkie took a bite and was then pull down behind the cake by Gilda.

"Hey, I'm watching you. Like a hawk." She told her.

"Why? Can't you watch me like a griffon?" Pinkie ask.

"Hey y'all, it's pin the tail on the pony. Let's play." Applejack call out as ponies cheer.

"Oh, my favorite game. Can I go first? Can I have the purple tail?" Rarity said and started to reach for it before Gilda snatch it.

"Well, _I_ am the guest of honor, and I'll have the purple tail." She said.

Phantom roll his eyes. He sure has seen Gilda true colors now.

"Yeah, Gilda should definitely go first. Let's get you blindfolded." Pinkie said and Spike put on the blindfolded.

"Hey what- ugh- what are you doing? Rrrah." Gilda said before Pinkie spin her around.

"We're spinning you around and around and then you can pin the tail on the pony. Now just walk straight ahead and pin the tail." Pinkie said, helping her again.

"_Now just walk straight ahead and pin the tail._ Hmph, yeah, right. This is another prank, isn't it? I'm going this way." Gilda mock before walking away from the poster.

"Wait. The poster is this-" Pinkie try to say, but she step on leftover frosting and slid into the kitchen. She fell out with the tail on her break.

"Uh, Gilda? You pinned the tail on the wrong end." Pinkie said and ponies laugh.

Gilda lost her cool and roar.

"_This_ is your idea of a good time? I've never met a lamer bunch of dweebs in all my life. And Pinkie Pie, you!", Gilda said before turning to Pinkie, "You are queen lame-o with your weak little party pranks. Did you really think you could make me lose my cool? Well, Dash and I have ten times as much cool as the rest of you put together. Come on Dash, we're bailing on this pathetic scene."

Rainbow didn't move as Phantom step up next to her.

"_Come on_ Rainbow Dash. _I said_, we're leaving." Gilda said.

"You know Gilda, _Rainbow_ was the one who set up all those weak pranks at this party." Phantom told her.

"WHAT?!" Gilda gasp.

"So I guess _I'm_ queen lame-o." Rainbow said.

"I knew that Rainbow step up pranks and you're getting mad at the wrong pony." Phantom added.

"Come on, Dash, you're joshing me." Gilda said not believing Rainbow or Phantom.

"They weren't all meant for you specifically, it was just dumb luck that you set them all off." Rainbow explain.

"I shoulda known, that dribble cup had Rainbow Dash written all over it." Pinkie said.

"Sometimes pranks can be funny, but this time, they made you show your true colors." Phantom said.

"No way. It was Pinkie Pie, she set up this party to trip me up, to make a fool of me." Gilda said as Phantom growl at her.

"Me? I threw this party to improve your attitude. I thought a good party might turn that frown upside down." Pinkie said spinning her head around.

"And you sure didn't need any help making a fool of yourself. You know, this is not how I thought my _old_ friends would treat my _new_ friends. If being cool is all you care about, maybe you should go find some new cool friends someplace else." Rainbow said.

"Rrgh. Yeah? Well you, you, you are such a, a flip-flop: cool one minute and lame the next. When you decide not to be lame anymore, gimme a call." Gilda said and flew off, but not before Phantom shot her in her flank with his magic.

"Don't count on it." He whisper.

"Not Cool." Rainbow said.

"Wow, talk about a party pooper." Spike said.

"Wow, what was that about?" Twilight ask.

"Twi, we got to talk." Phantom said and explain what happen to her.

"I'm sorry everypony, for bringing Gilda here. I didn't know how rude she was. And Pinkie Pie, I'm really sorry she ruined that awesome party you put on for her." Rainbow said to all the ponies then Pinkie.

"Hey, if you want to hang out with party poopers, that's your business." Pinkie said.

"You don't see me with someone that thinks being cool is everything." Phantom said as he walk up.

"I'd rather hang out with you. No hard feelings?" Rainbow said and ask.

"No hard feelings." Pinkie said.

The three ponies grab each others hooves and was shock. They let go and show that all _three _of them had _Hoof-shockers_! Everypony laugh and Twilight walk up to Pinkie.

"Hey Pinkie. Sorry I accused you of misjudging Gilda. Looks likes I'm the one who misjudged you." She said.

"It's okay Twilight, even you can't be a super smart smarty smart-pants all the time. Come on everypony, there's still a whole lotta party to finish." Pinkie smile and everypony cheer.

_"Dearest Princess Celestia,_

_Today I learned that it's hard to accept when somepony you like wants to spend time with somepony who's not so nice. Though it's impossible to control who your friends hang out with, it is possible to control your own behavior. Just continue to be a good friend. In the end, the difference between a false friend and one who's true will surely come to light._

_Your faithful student, __Twilight Sparkle._

_P.S. Phantom wondering how Luna is doing."_

We see Celestia sitting near her fire place and read the letter. She read an own scroll and started to write back.

_"Dear Twilight Sparkle, __My most faithful student..."_ Celestia wrote before it disappear.

Celestia look and saw that she grab invisible ink, Phantom's favorite prank.

"Oh! Heh, wrong ink." She laugh and switch it.

* * *

OK that this chapter, like I said the love triangle will be increase as time moves on, it wouldn't be until Heart and Hooves chapters were we will make Phantom be with Applejack, Rainbow or both. Which do you want Phantom to be with? Applejack, Rainbow or both? Tell tell us in the comments and keep those pets coming. Thanks!-Phantom Fan 21.


	6. boast busters

Here it Boast Busters! Man I got lot of ideas for these but I can only use a few of them. Now this is Trixie come in and right on meeting and heard her, Phantom doesn't like her. How are Phantom and Twilight going to handle this mare? Well let find out. I might just put this thing as a all third person view. Enjoy!

* * *

"Come on Twilight, You can do it!" Spike said cheering her on.

"Okay, Here it goes." Twilight said and started to use her magic.

Phantom stood behind Twilight watching her. He knew his sister was learning more and more spells and so was he. Phantom and Twilight was taking turns of using magic. Phantom thought she was the best unicorn he knew. He just didn't think that she was better then everypony else. He watch as Twilight made a mustache appear on Spike and smile.

"Nice work sis!" Phantom said and pat her back.

"Thanks, Phantom." Twilight said smiling.

"Ha ha! Ya did it! Growing magic, that's number twenty-five. Twenty-five different types of tricks and counting. And I think this is the best trick so far.", Spike said before turning to a mirror, "Hello, Rarity. What's that? Aw, it's nothin', just my awesome mustache."

Phantom and Twilight roll their eyes. It no secret that Spike like Rarity and will do anything to get her attention.

"Sorry, Romeo. As attractive and enticing as you look, it's just for practice, and it's gotta go." Twilight said as Phantom use his magic to make it disappear.

"Wait!", Spike said but it was too late, "Aw, rats."

Both unicorns laugh. The two always got each other backs. They never leave each other side. This was greatly show after hearing about a new Unicorn coming in Ponyville.

* * *

Twilight, Phantom, and Spike walk through town, Spike going on about Twilight magic.

"Twenty-five, Twilight. Twenty-five different kinds of tricks and counting. I thought unicorns were only supposed to have a little magic that matches their special talents!" He said.

"True, for ponies whose talents are for things like cooking or singing or math. But what if a unicorn's special talent _is_ magic?" Twilight said.

"Like you, Twilight, and you know a ton of magic." Spike said as Phantom laugh.

"Oh, Spike, stop. I'm sure there are lots of ponies right here in Ponyville that know just as much magic as me." Twilight said blushing.

"Like me. True, I'm talent in knowing about the night and seeing and talking to the dead, I too know as much Magic as my sister." Phantom said.

"Are you kiddin'? I don't think there's another unicorn in all of Equestria with your kind of ability, Twilight. Well besides Phantom." Spike said.

"Gangway! Comin' through!" Said some voices.

The three jump as they saw the two stupidest ponies in Ponyville, Snips and Snails.

Spike was caught in their run and ask, "Snips, Snails! What's goin' on?"

They stop and Spike was thrown off.

"Wha, haven't you heard?", Snails said, "There a new unicorn in town!"

"Yeah! They say that she's got more magical powers than any other unicorn ever!" Snips said.

That surprise both Twilight and Phantom. That tittle was going a bit too far. Sure there are powerful unicorns out there, but was there really one that was more powerful then the rest?

"Aw, no way, that honor goes to Twilight here as well as Phantom." Spike said.

"Where is this new unicorn?" Phantom ask.

"Ho, she's in the town square. Come on!" Snails said and ran off.

"Yeah! Come on! Whooo!" Snips laugh and follow his friend.

Phantom, Twilight, and Spike follow them wondering who this unicorn was.

* * *

They reach an stand and heard a voice as they reach Applejack, Rarity, and Rainbow Dash.

"Come one, come all! Come and witness the amazing magic of the Great and Powerful Trixie!" They watch as a blue mare with a white mane and tail appear with a cloak and hat on. Her cutie mark was cover so they couldn't tell what her talent was.

The Crowd gasp as they saw Trixie appear. Right off the bat, Phantom knew there was something about her he didn't like.

"Watch in awe as the Great and Powerful Trixie performs the most spectacular feats of magic ever witnessed by pony eyes!" Trixie said as fireworks and fanfare went off.

"My, my, my! What boasting!" Rarity said.

"Took the words right out of my mouth. She reminds me of the other unicorn I hate." Phantom said.

"Come on, no pony's as magical as Twi— Twi— Twi— Oh!", Spike started say before he notices he was by Rarity, "Hey, Rarity, I, uh— Mustache!"

Phantom roll his eyes as Twilight step up.

"There's nothing wrong with being talented, is there?" She ask.

"Nothin' at all, 'cept in when someone goes around showin' it off like a school filly with fancy new ribbons." Applejack said.

"Just because one has the ability to perform lots of magic does _not_ make one better than the rest of us." Rarity said making Twilight feel like she was.

Phantom knew how powerful both he and Twilight was but they use their magic to help others, not show off. Still what Rarity said scare his sister. He knew that Twilight thinks that they see her that way.

"Especially when ya got me around being better than the rest of us." Rainbow said earning a glare from both Applejack and Phantom, "Eh, I mean, yeah, uh, magic shmagic. Boo!"

"Well, well, well, it seems we have some _neigh_sayers in the audience. Who is so _ignorant_ as to challenge the magical ability of the Great and Powerful Trixie? Do they not know that they're in the presence of the most magical unicorn in all of Equestria?" Trixie said hearing what the other said.

"Oh please! It take more then to have magic to be powerful." Phantom said.

"Just who does she think she is?" Rarity added.

"Yeah! Since we all know that Twilight here is—" Spike started to say before Twilight pull him away.

"Spike! Shhh!" She said.

"What? What's wrong?" Spike said as Phantom walk up.

"You see the way they reacted to Trixie? I don't want anyone thinking _I'm_ a show-off."

"Twilight, you not a show-off, Trixie is. We are strong in magic, not because we are student for both Princesses." Phantom said before Rainbow Dash spoke up.

"So, "Great and Powerful Trixie". What makes you think you're so awesome, anyway?" She ask.

"Heh, why, only the Great and Powerful Trixie has magic strong enough to vanquish the dreaded ursa major!" Trixie said.

"AN URSA MAJOR?!", Phantom shouted, "That impossible! How can you vanquish that?!"

Trixie use her magic to show what happen as she told the story.

"When all hope was lost, the ponies of Hoofington had no one to turn to, but the Great and Powerful Trixie stepped in, and with her awesome magic, vanquished the ursa major and sent it back to its cave deep within the Everfree Forest!" Trixie said.

Phantom didn't believe her. Luna has told him about a ursa major. They where to be avoided at all times. Only she and Celestia can deal with them.

"That settles it" Snips said.

"Trixie truly is the most talented, the most magical, the most awesome unicorn in Ponyville." Snails said as well.

"No, in all of Equestria!" Snips added.

Phantom growl and Spike said, "How do you know? You didn't see it! And besides, Twi— Mmph! M-mmph!"

Twilight zip Spike mouth close because she didn't want to be seen as show off. Phantom doesn't want to be seen one either, but this Trixie was making him mad.

"It's true, my enthusiastic little admirers. Trixie is most certainly the best in Ponyville." Trixie said but the crowd was quite.

"Don't believe the Great and Powerful Trixie?", Trixie said and chuckles, "Well then, I hereby challenge you, Ponyvillians. Anything you can do, I can do better. Any takers? Anyone? Hmm? Or is Trixie destined to be the greatest equine who has ever lived!?"

"SHUT UP!" Phantom shouted surprising everypony.

"I don't care what you say, there no way that a unicorn can stop an usra major! Trust me, Princess Luna told me!" He said his eyes turning green.

"Well, weather the Princess told you or not, you don't stand up to the might of the Great and Powerful Trixie." Trixie said, hiding her surprise.

Spike un-zip his mouth and said, "Please! She's unbearable! Ya gotta show her! Ya just gotta! Even Phantom standing up to her!"

"There's no way I'm going to use my magic now, Spike. Especially since—" Twilight started to say before Trixie look past Phantom and saw her.

"Hmm, how about _you!" _Trixie said as Twilight gulp.

"Well, how about it? Hm? Is there anything you can do that the Great and Powerful Trixie can't?" Trixie ask her.

"Hold on, you challenge my sister, then you challenge me as well." Phantom said.

"Phantom, I— I—" Twilight said surprise.

"Well, little hayseeds?" Trixie mock.

"That's it! I can't stand for no more of this!" Applejack said and walk up stage.

"You show her AJ!" Spike said.

"Yeah, you the best pony there is!" Phantom added, blushing.

"Can your magical powers do _this_?" Applejack said and started to pull out her rope tricks.

She jump threw the hole a few times and end with her getting an apple out of the tree and eating it. The crowd cheer and Phantom smile.

Trixie, however, was unimpressed.

"Oh ye of little talent. Watch and be amazed at the magic of Trixie!" She said and her hat was remove to show her magic.

It took control of the rope and move around in Applejack face. The other end shot into the same tree and pull an apple off.

"Applejack, watch out!" Phantom shouted but she was tie up and the apple place in her mouth.

"Once again, the Great and Powerful Trixie prevails." Trixie said as Applejack hop off stage.

While Phantom help her get free, Rainbow Dash flew up and said, "There's no need to go struttin' around and showin' off like that."

"Oh?" Trixie ask.

"That's _my_ job!" Rainbow said and flew off.

She flew toward the windmill in town and use the blades to shot herself into the air making holes in the clouds. She stop in front of the sun before diving back down. She went through the clouds and had raindrops follow her before using the windmill to shot her back to the stage. She stop and the rain drops hit her, making a rainbow over her.

"They don't call me "Rainbow" and "Dash" for nothin'!" Rainbow brag.

All the ponies cheer again before Trixie said, "When Trixie is through, the only thing they'll call you is loser."

She shot her magic at the rainbow above...Rainbow. It spin around her and and send her flying before sending her on the ground.

"I think I'm gonna be sick." Rainbow said as both Applejack and Phantom help her up.

"Seems like any pony with a _dash_ of good sense would think twice before tussling with the Great Trixie." Trixie said and made a thunder cloud appear.

"Ow!" Rainbow shouted as she was hit.

Phantom growl has his eyes turn green again and his cutie mark turn into a skull. He saw a unicorn next to her and knew it was a ghost.

"Be powerful is one thing, but saying your powerful is another. This unicorn knows nothing about power. You mush help her see that, both you and your sister." It said before disappear.

"What we need is another unicorn to challenge her. Someone with some magic of her own." Spike said looking at Twilight.

"Yeah! A unicorn to show _this_ unicorn who's boss." Rainbow added.

"A real unicorn to unicorn tussle." Applejack agree.

"I'm right behind you, big sister." Phantom said putting his hoof on her shoulder.

"Uh..." Twilight said really not wanting to bee seen as a show-off, even if her brother help her.

"Enough. Enough, all of you. I take your hint, but Rarity is above such nonsense. Rainbow Dash and Applejack may behave like ruffians, but Rarity conducts herself with beauty and grace." Rarity said.

"Um, Rarity? I hate to bust your bubble, but they weren't talking about you." Phantom said.

"Ooo, what's the matter? Afraid you'll get a hair out of place in that rat's nest you call a mane?" Trixie mock.

Rarity eyes widen, no pony calls her mane that!

"Oh, it. Is. On! You may think you're tough with all of your so-called powers, but there's more to magic than your brutish ways. A unicorn needs to be more than just muscle. A unicorn needs to have style." Rarity said before putting herself into a dress that she made from the curtain she got from the stage.

"A unicorn is not a unicorn without grace and beauty." Rarity added as the crowd gasp.

"Rarity won't let Trixie get the best of her! She's strong, she's beautiful, she's—" Spike said before Trixie once more use her magic.

"_Quick! I need a mirror! Get me a mirror!_ What did she do to my hair? I know she did something terrible to my hair!" Rarity scream.

"Nothing." Twilight said.

"It's fine." Rainbow added

"It's gorgeous." Applejack said.

"It just the way it is." Phantom added as well.

"It green.", Spike said getting glares from all four of them, "What?"

"Ugh, no. Green hair! Not green hair! Such an awful, awful color!" Rarity cry and ran off.

"Why, I never!" One of the mares said that had green hair.

"Well Twilight, guess it's up to you and Phantom. Come on, show her what you two are made of." Spike said.

"What do you mean? I'm nothing special." Twilight said.

"Twilight..." Phantom said, sad that his sister won't stand up for her friends.

"Yes, you are! You're better than her!" Spike said knowing that she was.

"I'm not better than anyone." Twilight said not wanted to a be a show-off and have others treat her like they have treated Trixie.

"Hah! You think you're better than the Great and Powerful Trixie? You think you have more magical talent? Well, come on, show Trixie what you've got. Show us all." Trixie said, challenging her.

"Who, me? I'm just your run-of-the-mill citizen of Ponyville. No powerful magic here. I, uh... I think I hear my laundry calling. Sorry, gotta go." Twilight said and ran off, leaving behind a confuse Spike and a sad brother.

"Twilight?" Spike ask wondering why Twilight wouldn't stand up to Trixie.

"Ha! Once again, the Great and Powerful Trixie has proven herself to be the most amazing unicorn in all of Equestria. Huh, was there ever any doubt?" Trixie said.

"Yes!", Phantom said loud enough for all of them to hear, "there a differences between saying your great and powerful and knowing you are great and powerful. Me and my sister are being train by two great rules that don't see themselves better then everypony else. So Trixie, tomorrow, you and me. We are having a magic duel."

"Very well, Stallion. Trixie will be waiting." Trixie said as everypony left.

_'Now that Trixie is out of the picture for some time, I need to talk to my sister. I understand her fear, but she can't let it take control of her.' _Phantom thought and walk home with Spike right behind him.

* * *

Trixie was resting after the show and knew she had to be ready. She didn't get that stallion. How odes he know Princess Luna? She heard that Luna had return to Celestia side. She also wounder how he knew that it was impossible to vanquish an usra major. She couldn't think on it anymore when Snips and Sinals appear with her shake.

"Here's your smoothie you asked for, with extra hay, just how you like it." Snips said as she took it.

"Hm, hay." Snails said.

Trixie took a sip but notices that they didn't leave.

"Yes?" Trixie ask.

"Ooo, tell us another story Great and Powerful Trixie." Snips answer.

"Yeah, tell us about how you vanquished the ursa major." Snails added.

Trixie couldn't believe those two. She just wanted to be alone so she can rest. Doing tricks was tried work.

"Guh! Trixie is far too exhausted from performing feats beyond imagination. Begone with you until morning." She told them.

"Oh, of course, Great and Powerful Trixie." Snips said as the two bow and walk away.

"Anything you say. We are at your beck and call." Snails added.

Trixie sigh, now she has to think on how she going to beat the stallion.

Snips and Snails talk to each other before Spike stood in front of them.

"What are you two doin'?" He ask.

"Just bringin' the G an' P T a—" Snips said before Spike cut him off.

"The what?" He ask.

"The Great and Powerful Trixie." Snips told him.

"Sheesh." Spike said rolling his eyes.

"Just bringin' her a smoothie." Snips finish.

"How can you fall for her lameness? She's just a show-off. Unlike Twilight and Phantom, who—" Spike said before they cut him off.

"The Great and Powerful Trixie vanquished an ursa major. Can your Twilight and Phantom claim that?" Snips ask.

"Oh really? Were you guys actually there?" Spike ask back.

"Well, eh, uh... no, but—" Snips admitted.

"But nothin'. The proof is in the pudding." Spike said.

"I like pudding." Snails said stupidly.

Spike just look at him before saying, "Look, unless an ursa major comes waltzing up the street for Trixie to vanquish, I am not gonna believe a word she says, and neither should you!"

"Hm, an ursa walkin' up the street, hey? Snails! Are you thinkin' what I'm thinkin'?" Snips said then ask his friend.

"Why is it they call it a flea market when they don't really sell fleas?" Snails ask stupidly.

"Yeah, uh... oh, come on!" Snips said and they ran off with Spike raising an eyebrow.

* * *

Back at the Library, Spike once again was trying to get Twilight to show she better then Trixie. He was also surprise to see both her and Phantom read the same book.

"Twilight, would you put down that book and just listen to me?" Spike said.

"Didn't you see how they hated Trixie's bragging, Spike? If I go out there and show off my magic, I run the risk of losing them as friends." Twilight said worry.

"Twilight, I hate Trixie bragging too, but that doesn't mean you lost me as your brother. I said I got your back. Plus I'm going to show her what I can do." Phantom said.

"I know, Phantom. That because we're brother and sister. It different." Twilight said.

"It's not the same thing, Twilight. You'll be using your magic to stand up for your friends!" Spike added.

"No, Spike, it's exactly the same." Twilight said.

"Twilight, he right. Showing off and stand up is way different. You're letting fear take over." Phantom said as Spike turn to the spell list that he wrote down.

"Come on, Twilight, any one of these tricks that you and Phantom can do, even the teeniest, would be enough to show up Trixie." Spike said.

"I don't want to be seen as a bragger like Trixie." Twilight said and made a door appear and close it on him.

Spike open it and said, "But, you're the best!"

"Uh. Please, Spike, I said no!" Twilight yell.

"Twilight, Spike just trying to help. Don't let fear take control." Phantom said remembering the time he thought he was better then her.

"All my friends hated when Trixie show off, I'm not going to do the same thing." Twilight said.

"If that's the way you want to be, then fine." Spike sigh and close the door.

Both unicorns stood there with sour look on their face. Spike open the door with same look and walk outside the real door.

"Twi..."Phantom said before Twilight cut him off.

"No, Phantom. Just...no." She said and went back to reading.

Phantom sigh and join her. He knew something was up with Trixie and he was going to find out what.

* * *

Snips and Snails walk through the Everfree Forest looking for something. It was dark and the forest wasn't the place to be in. They walk into a cave and it was pitch black.

"Oh, how we gonna find an ursa major when I can't even see my own hoof in front of my face?" Snips ask.

"Hold on." Snails said and try to make his horn glow. After a few seconds, the cave lit up.

"Oh, heh. That's better." Snips said before they saw that they were face-to-face with an ursa.

It roar as Snips and Snails screams and ran out. The Ursa follow them as they return to Ponyville.

Spike was feeling bum about Twilight not wanting to stand up for herself whiling Phantom did. He saw Snips and Snails run pass him and raise an eye brow.

"Hey, guys, where ya goin'?" He ask them.

"Can't talk now." Snips said

"Got a _major_ problem!" Snails added

"Yeah, ursa major, to be exact." Snips said again.

Spike look confuse before he saw the ursa walk into town. He scream and ran after Snips and Snails.

"Trixie!" They shouted.

"Twilight! Phantom!" Spike yell.

Snips and Snails made it to Trixie stage and start banning on the door.

Trixie walk and stare at the two.

"Trixie thought she said the Great and Powerful Trixie did not want to be disturbed!" She said.

"We— We have a— a tiny problem." Snips said nervously.

"Actually, it a big one." Snails said.

"What is so important that you cannot wait until morning to disturb Trixie?" Trixie ask before a roar was heard.

She look up to see the ursa and she scream and ran as fast as she could, Snips and Snails follow after her.

Spike read in the library and saw Twilight and Phantom still reading.

"Twilight!, Phantom! You've gotta come! Quick!" He said.

"I already told you, Spike, I don't wanna show up Trixie!" Twilight said.

"And I'm calling off our duel." Phantom added.

"No, you don't understand, it's—" Spike started to say before a loud roar was hear.

"What in Equestria?" Phantom said.

"Uh, is that what we think it is?" Twilight ask.

"_Major_ly." Spike said and all three of them ran outside.

* * *

Trixie, Snips and Snails was trap between the ursa and an house. They turn saw it walk up to them.

"Great and Powerful Trixie, you've got to vanquish the ursa." Snips said.

"Yeah, vanquish so we can watch." Snails added.

"It took a lot of trouble to get that thing here." Snips explain.

Trixie turn to then in surprise.

"Wait, _you_ brought this here?! Are you out of your little pony minds?!" Trixie yell not believing that those two who do since a thing.

"But, you're the Great and Powerful Trixie." Snips said

"Yeah, remember? You defeated an ursa major." Snails added.

The ursa roar as Trixie gulp.

"Uh, okay. Stand back." Trixie said and use her magic to summon a rope and tie up it front paws.

"Heh. Piece of cake." Trixie said but the ursa snap the rope off.

"Aw, come on, Trixie." Snips said a little annoy.

"Stop goofin' around and vanquish it, eh?" Snails added.

Trixie then use her magic the make an thunder cloud appear but it was too small and the lighting didn't even hit it.

"Well, that was a dud." Snails said.

"Yeah, pfft, come on! Where's all the cool explosions and smoke and stuff like earlier? You know." Snips agree and ask.

However, the lighting strike the ursa and it grow at them.

"Uh-oh!" Trixie said quietly.

The ursa roar and the three ran underneath it. It roar was heard though all of Ponyville and the ponies walk out side to see what was going on. They were shock to see it. Twilight, Phantom and Spike caught up to them.

"What going on?" Twilight ask.

"We brought an ursa to town." Snips said.

"You _what?!_" Twilight and Phantom shouted before it came at them.

"Don't worry, the Great and Powerful Trixie will vanquish it." Snails said.

Trixie finally came clean.

"I can't." She said dropping her 3rd person talk.

"What?!" Snips and Snails ask.

"Oh, I can't, I never have. No one can vanquish an ursa major. I just made the whole story up to make me look better." Trixie explain.

"I thought there was something funny about that story." Phantom said.

"Made it up?!" Snips and Snails shouted.

The Ursa walk up to them and growl. Spike tap Twilight and move his claws to tell Twilight that this needs to be stop before somepony gets hurt. Phantom place his hoof on her and nods. The two walk up and gulp. The space their hooves out and their magic cover their horns. Their magic made the wind blow and some cattails broke off and and music fill the air. It reach the ears of the ursa and it relax.

"Nice use of number sixteen." Spike said.

Then their magic took hold of a water tower and remove the water. It move through barn and came up with milk inside it.

"That new." Spike said.

The usra started to fall over and look like it was going to land on Trixie but was caught in a purple and black glow. They gave the tower top tot the ursa and use it magic carry it back to the Everfree Forest and to it cave. Once it was gone their magic dim and the caught their breath. They were surprise by other ponies cheering at them.

"Unbelievable!"Rainbow shouted.

"That was amazing!" Spike added.

"Heavens to Betsy! We knew you two had ability, but not that much!" Applejack said.

"I'm sorry. Please, please don't hate me." Twilight said feeling afraid.

"Hate you?" Applejack, Rainbow Dash and Rarity ask.

"Why, whatever do you mean, darling?" Rarity ask her.

"Well, Twilight knows how much you all hated Trixie's showing off with her magic tricks, and she just thought-" Phantom started to explain.

"Whoa, whoa, whoa. Magic's got nothing to do with it. Trixie's just a loudmouth." Rainbow said.

"_Most_ unpleasant." Rarity agree.

"All hat and no cattle." Applejack added.

"See Twi? You let fear get the best of you." Phantom said placing his hoof around her.

"So you don't mind my or Phantom's magic tricks?" Twilight ask.

"Your magic is a part of who you are, sugarcube, same with Phatnom and we like who you are. We're proud to have such two powerful, talented unicorns as our friends." Applejack said as Twilight and Phantom smile.

"And after whuppin' that ursa's hind quarters, we're even prouder." Rainbow Dash added.

"You are?" Twilight ask and her friends nods.

"Wow, Twilight, how'd you and Phantom know what to do with that ursa major?" Spike ask.

"That what we were doing when you came looking for us." Phantom said.

"We was so intrigued by Trixie's bragging that we were compelled to do a little reading up on them." Twilight added.

"So it _is_ possible to vanquish an ursa major all by yourself?" Spike ask again.

"_That_ wasn't an ursa major." Phantom said.

"It was a baby, an ursa _minor_." Twilight told them.

"_That_ was just a _baby?_" Trixie shouted.

"And it wasn't rampaging. It was just cranky because _someone_ woke it up." Phantom said and all eyes was turn to the two colts that made this mess.

"Well, if _that_ was an ursa minor, then what's an ursa _major_ like?" Spike ask.

Both Twilight and Phantom give each other a knowing smile.

"You don't wanna know." They said.

"Huh. You two may have vanquished an ursa minor, but you will never have the amazing, show-stopping ability of the Great and Powerful Trixie!" Trixie said as smoke screen cover her and everypony watch as she ran away.

"Why, that little..." Rainbow said and started to go after her.

"Just let her go. Maybe someday she'll learn her lesson." Twilight said as Rainbow watch her ran off.

"Now, about you two." Phantom said seeing the two try to sneak away.

"Uh, we're sorry that we woke up the ursa minor." Snips said looking down.

"We just wanted to see some _awesome magic_." Snails added.

"Yeah! And the way you vanquished that ursa minor was _awesome!" _Snips said but they kept glaring at them.

"We deserve whatever punishment you give us." Snails said sadly.

"For starters, you can clean up this mess." Phantom said.

"And... What do you think, Spike? Should we give them number twenty five?" Twilight ask.

"Oh, twenty five! Yes! And I think I deserve it, too." Spike agree.

"Heh, this will count as your reward for warning us." Phantom said.

"I think your right." Twilight added and both their horns glow.

In no time Snips, Snails and Spike each had a mustache.

"Sweet." The three said before Snips and Snails got to work.

* * *

"_Dear Princess Celestia,_

_I have learned a very valuable lesson about friendship: I was so afraid of being thought of as a showoff that I was hiding a part of who I am. My friends helped me realize that it's okay to be proud of your talents, and there are times when it's appropriate to show them off... Especially when you're standing up for your friends and you got a brother watching your back."_

Phantom smile and hug Twilight before hearing Spike return.

"So, you finally admit that you and Phantom are the most talented unicorns in all of Ponyville?" he ask.

"Well, yeah, but it's nothing to brag about." Twilight said.

"So, uh, how did it go with Rarity?" Phantom ask as they walk up.

"Eh, she didn't go for the mustache." Spike said.

"You know, Spike, that mustache has nothing to do with who you really are. Maybe you should just try being yourself." Twilight said.

Yeah, my sister can be quite an caught but she just be herself." Phantom said getting a glare from her.

"Or... Maybe the mustache wasn't enough. Maybe if I had a mustache _and_ a beard?" Spike said.

"Uh, not this again!" Twilight said.

"I'll get spell fourteen ready." Phantom said as Spike when on about what type of beard to have.

* * *

Well that it. I but the whole thing in third person since it one of the episodes that focuses on more then the Mane Six. Trixie will return though it might be a long time before she does. Ertigon got Dragonshy taking care off and I got the one after unless he does it. I still need to caught up on Season one. Please review for Phantom pet and which mare he should be with.


	7. dragonshy

**ETRIGAN THE DEMON here this is episode 7. If you haven't seen the show then why are you reading this? You have no idea what's going on. Like Phantom Fan 21 said, there is going to be a little love triangle in this, which I may or may not get Fluttershy involved, but anyway keep those pet suggestions coming. You have until the episode where Rainbow get's a pet. Enjoy this chapter!**

* * *

**episode 7 D****ragonshy **

**Fluttershy's pov**

It was a beautiful day today. I smiled as I gave my friends their food. Walking under the bridge, I gave fish to the otters, flying to the trees, I gave fresh worms to the birds. Spitting the taste of worm out of my mouth, I blushed and smiled sheepishly at their frowns.

"Oh Angel Bunny.", I said flying to his hut, "you really must slow down you don't want to get a tummy ache."

After frowning at me he dropped the carrot and refused to keep eating.

"You really must eat more than that." I said.

"Oh wait, it's not play time yet."I said before flying off with the carrot.

Landing in front of him, I said "I know you want to run, but you must eat some more."

Seeing him shake his furry head, I tried bargaining.

"Three more bites?" I asked.

Seeing him shake his head, I tried, "Two more?"

Moving the carrot closer, "One more?" I said.

He glared before kicking the carrot away

"Oh." I said as he hopped back to the hut.

Hearing him coughing, I walked up to him.

"Oh are you okay Angel? Are you coughing because there's a carrot in your throat? Do you need some water? Maybe I should go get Phantom." I said not paying attention to him before he grabs my head and tilts towards a mountain surrounded by clouds.

I gasp before saying, "or because of that giant cloud of scary black smoke."

Feeling something hit me, I turn to Angel with his arms crossed frowning at me.

"Heh.", I chuckle sheepishly, "I'll take that as a yes."

* * *

**Town 3rd person pov,**

Fluttershy ran through the town shouting, "Help! Help! Please help! there's a horrible cloud of smoke it's headed this way and..."

Before being cut off by Rainbow Dash bouncing a ball on her head.

"Don't be such a scaredy pony, it's just me." She said, "still bouncing future Equestria ball bouncing record holder."

She was even counting the bounces so she knows.

"You know what this calls for? A celebration! shouted Pinkie Pie before dashing off.

"Oh no Pinke, this is no time for celebration." Fluttershy said timidly, "this is a time for panic."

She began before being cut off by pinkie pie saying, "Ooooh! I'm gonna need some balloons one for every pony in Ponyville ." and ran off.

"No, there's smoke and where there's smoke there's fire!" Fluttershy said getting scare.

"Let's see...", Pinkie said not hearding Fluttershy, "that's one, two, three, four, five, six, seven..."

"Pinkie pie you made me lose count! Now I have to start over!" Rainbow Dash said before taking off.

"Oh please, this is an emergency I need every ponies..." Fluttershy began before getting cut off by a voice everyone knew.

"Front and center everypony!" shouted Phantom as they did.

"Alright ponies, my sister has gotten a letter from the princesses. Smoke is rapidly covering Equestria and we need to stop it, Fluttershy? Please come up, I know you would have seen this before anyone else."

"Oh thank you Phantom." Fluttershy said as everypony turned to look at her.

"No problem, Fluttershy." Phantom said quietly before going back to his leader façade.

His eyes glow green and his cutie mark became a skull.

"Princess Celestia has informed us that the smoke is not coming from a fire but from a dragon." He said.

"A... a dragon?" Fluttershy said timidly.

"Yes a dragon, now I want you all to go back to your homes right now. Fluttershy your coming with me." Phantom said.

Frozen to the spot, Fluttershy could only nod as he brought her to the library.

**The library Phantom's pov,**

"What in the name of all things cinnamon twirls is a full grown dragon doing here in Equestria?" Applejack ask.

"Sleeping." Me and Twilight said, looking around.

Twilight was looking for books, I was looking for hiking equipment. I immediately stopped as I gasped and my cutie mark changed again and the ghost that appear was an old dragon shrunk down to fit inside.

"You need to be careful young Phantom, the mountain in which you are about to climb up is very dangerous." He said.

"I understand wise ghost." I said with my head bowed.

With my eyes turning back to blue, I said, "everyone grab some hiking things. It's gonna be a bumpy climb."

"How do you know?" Rarity ask me.

"A wise old dragon ghost told me or did you not hear my gasp? Not only is the dragon's snoring causing the smoke because he's a fully grown one he will be sure to cause rockslides."

"Uh, right." Rarity said after heard that.

"Fluttershy, I know it will be scary but I can help you." I said softly.

"Can you help me stay away from the dragon?" She asked.

"Why?" I ask back.

"I'm scared of dragons." She said.

"But you talk to Spike all the time." Twilight confused.

"That's because he's not a full grown one." She said sighing.

I gave her a hug, "It's okay, if you want I can put you to sleep until we get there." I said.

Hugging me back, she said, "No it's okay. I'll go get ready."

As she left, Rarity asked the rest of us the ultimate question.

"What are we meant to do about it?" She ask

"I'll tell you what we're meant to do, give him the boot!" Rainbow Dash said kicking the wooden statue.

Steadying it with her magic, Twilight said, "We need to encourage him to take a nap somewhere else, Princess Celestia and Princess Luna have given us this mission and we must not fail. If we do Equestria will be covered in smoke for the next one hundred years."

"Whew talk about getting your beauty sleep." Rarity said.

"Alright, like my brother said, gather supplies and meet back here in an hour. We've got a long journey ahead of us." Twilight said putting her bag on her back.

"Alright you heard them girls, the fate of Equestria is in our hooves. Do we have what it takes?" Rainbow Dash ask.

"Yeah!" everyone shouted, except Fluttershy who was still getting packed.

**I have no idea how to do a montage so I'm just gonna skip ahead to when their ready**

"Alright girls and guy, I'm mapping out the fastest route. We've all got to keep a good pace if we want to make it up the mountain by nightfall." Twilight said.

"I still think I would have been a better choice for this part of the talk." I said to Fluttershy.

"Oh, I agree Phantom." She said, seeming strangely brave next to me.

"The dragon is in that cave near the top." Twilight continued.

"Looks pretty cold up there." Applejack said looking up.

"You bet it is." Rainbow Dash said, "the higher you go the chillier it gets."

"Good thing I brought my scarf!" Rarity said and took it out.

"Ooh, Pretty." Pinkie said, looking at it.

"Here, I brought cloaks for everyone that hasn't brought anything warm and I coloured them to suit all of you. Gems for Rarity, pink and balloons for Pinkie Pie, rainbow with clouds for Rainbow, fluffy animals for Fluttershy, pitch black for me, purple six pointed stars for Twilight and the cutie marks of Big Mac, Granny Smith and yourself and I put Apple bloom's head because she doesn't have one yet." I said handing them out.

"Ooh, I just love the design, Phantom." Rarity said, looking over them.

"And they are really warm too." Applejack said blushing.

"Thanks guys.", I said, "that means a lot."

"What do you think, Fluttershy?" I asked her.

"Oh, it's very nice. Reminds me of my animal friends back at my place.

"Your welcome. "Rainbow Dash... uh... Rainbow Dash?" I looked around only to see she had fallen asleep.

Chuckling I picked her up and put her on my back.

"Alright everyone, I have picked a route. Thank you Phantom for the cloak." Twilight said.

"Your welcome sis." I said

"Now, move out!" I said to the rest.

Fluttershy ran beside me as we headed towards the mountain.

**The mountain 3rd person view**

Reaching the mountain, the Mane 7 immediately heard a strange sound.

"What was that?" Fluttershy ask, hiding behind Phantom.

"That was a dragon snoring." Twilight explain.

"It's so high." Fluttershy said timidly.

"It is a mountain.", Applejack said, "do ya think we should wake up Rainbow Dash yet?"

"Yeah, better leave room in case someone else needs it." Phantom said, giving her a shake.

Rainbow Dash stirred.

"Wakey, wakey." Phantom said, his head turned.

Opening her eyes, Rainbow Dash saw who's back she was on. Getting off she was thankful the cloak hid her blush. Looking up at the mountain, she said, "I'm gonna fly up and scope it out." before Applejack grabbed her tail.

"Hold on now." Applejack said and spit out her tail, "I think we should all go up together."

"Applejack right, Rainbow Dash. There's safety in numbers and what if you get hurt? We might not be able to find you." Phantom said a concerned look on his face.

Seeing the look, Rainbow Dash blushed and floated back down.

"Right." she said, chuckling nervously.

Climbing up, Phantom and Rarity talked about things that the dragon might have.

"I heard that the only things that sparkle more than the dragons scales are the jewels used to make their nests." She said.

"That's interesting Rarity." Phantom said thinking about it.

"I never knew that, reading is more of my sisters forte." He said looking at Twilight.

"Don't think I haven't seen you reading those Daring Do books every now and then!" Twilight called, chuckling at the brother.

"Sister banter.", Rarity said, knowing how that was, "how did you make these cloaks?"

"I asked a ghostly friend of mine with my magic, to make these cloaks became real. It works on ghosts too, but only for a limited time." Phantom answers.

"Really? I would like to meet this ghost friend of yours, Phantom." Rarity said interested.

"I'll see if I can get her, but the odds are she'll be too busy." Phantom said.

"That's too bad then." Rarity said disappointed.

"So Fluttershy, you seemed unnaturally brave coming up here with the rest of us." Phantom said, turning to Fluttershy.

"I don't know why but you make me feel safe." Fluttershy said.

"We could ask Twilight to give you a feeling scan when we get back." Phantom said.

(AN: I know there is no such thing but I want it in here so in here it goes)

"That's okay Phantom." Fluttershy said.

"If you insist." Phantom said.

"Hey Applejack!" he said walking up to her, Fluttershy following.

_'It seems someone might have a crush on Phantom.'_ Thought Rarity and Twilight as they looked at each other.

Eventually they came to a cliff. They jump over it, except Rainbow, she flew, one by one except Fluttershy.

"It's only a couple of meters, Fluttershy." Rainbow Dash said.

"No it's too far." She said, covering her eyes.

Sighing, Phantom picked her up with his magic and placed her on his back. Feeling that she was moving, she opened her eyes seeing she was on Phantom's back. She blushed and got off.

"You okay Fluttershy?" Phantom ask.

"Yes Phantom." Fluttershy said blushing.

"Alright then, So applejack you said something earlier about there being fruit bats in the west orchard?" Phantom said catching up.

"Shh you two. we're entering an avalanche zone.", Twilight said, "the smallest peep could set one off.

"An Aval..." Fluttershy started, before being cut off by a sharp sh by Twilight. Patting Fluttershy on the back, Phantom gave her a warm smile before helping her along. Blushing, she smiled back, before keeping quiet along the path. Unfortunately, Rainbow Dash knocked a few leaves off a tree scared Fluttershy.

"Avalanche!" she screamed, before Applejack put a hoof in her mouth.

They all ran back as a part of the mountain came down, avoiding rocks. Twilight was saved by Applejack, Rainbow Dash flew between the rocks and Phantom used his other magic, which his sister called death magic, to protect the rest of them.

"I'm sorry." Fluttershy said ashamed.

"It's not you fault sugar cube." Applejack said.

"Yeah it's fine, Fluttershy. We just need to climb over it." Twilight said.

"Here Fluttershy, get on my back." Phantom said.

"Why?" Fluttershy ask.

"When you do, I will make sure we reach the top and you won't remember a thing." He explained.

"O... okay, Phantom." Fluttershy said blushing.

Climbing on his back making sure she was in a comfortable position, he used the sleep spell Princess Luna taught him, which he used on Applejack before.

"Alright, let's go." Phantom siad listening to the soft snores of Fluttershy.

Only Twilight saw the small smile on Fluttershy's face. They started walking again, Rainbow Dash and Phantom talk about the Wonderbolts and tricks she will use to impress them. He was about to say something else when he felt a force around his neck. Looking down, he saw that Fluttershy had grabbed it in a hug in her sleep. Chuckling softly, he turned back to see Twilight and Rainbow Dash talking about something.

Seeing they were at the top, Phantom gave Fluttershy a shake to wake her up. Opening her eyes, she remembered she was on his back. Seeing where her hooves where, she blushed and got off.

"We're here." He said to the others.

"Look at the smoke coming out of the cave." Rainbow Dash said.

"Rainbow Dash, you use your wings to clear the air. Rarity and Pinkie Pie you'll be a distraction if things get hairy." Twilight said explain her plan.

Running off, Pinkie grabbed a rubber chicken and swung it around getting weird looks from the others except rainbow dash who was still in the smoke.

"Applejack, you got the apples in case it decide to attack." Twilight continue.

She nodded before kicking two apples into a tree.

"But let's hope it won't come to that. Phantom and Fluttershy, you will be going in first. Between the two of you, you should be able to explain to him why he needs to go." Twilight said.

"Um I don't know if that's a good idea." Fluttershy said.

"It's okay, Fluttershy. I'll be there with you. My death magic should hold him off if he decides to attack." Phantom asure her.

"Thank you, Phantom." She said a blush on her face.

"Is everypony ready?" Twilight asked.

"Yup!" The others said.

"Alright let's go!" Twilight said.

As they walked in, Phantom saw the same dragon ghost from the library appear.

"Young Phantom, this dragon will not take kindly to being awoken. You must sound like a dragon military leader." He said

He can't resist saluting to that the dragon ghost said before disappearing.

"Um excuse me mister dragon sir?" Fluttershy said quietly.

"Here Fluttershy, let me do it."

Taking a deep breath he shouted in his best dragon impression.

"Up and at em ladies! Front and center!"he shouted.

Seeing the dragon get into a salute. He turn to Fluttershy who was shock on what he did.

"All yours Fluttershy." He said moving out of the way.

"Um sir dragon? Can you please leave? You are covering our homes with smoke." She said.

"But this place is warm and holds all my family's and ancestors treasure." said the dragon.

"By the way young pony, you do a great dragon impression." he said to Phantom.

"Thank you." Phantom said smiling, he got to try it on Spike sometime.

"But mister dragon your covering equestria in smoke." Fluttershy explain.

"Equestria? I'm in Equestria?", said the dragon, "oh I'm terribly sorry. I was meant to be in the dragon homeland. I must have taken a wrong turn somewhere."

"It's okay mister dragon. It isn't the first a dragon has come here." Phantom said.

"How can you tell?" asked the dragon.

"If this cave holds all of your ancestors treasure then they must have come here too." replied Phantom.

Looking to his left, he spots some writing.

"What's this?" He said, lighting up his horn. He see's the writing is in dragonese.

"Mister dragon can you come and read this please?" He asked.

"Of course." said the dragon, "how interesting, let me see."

Looking at the roof of the cave he spots a hole for a dragon claw. Sticking his claw in it, he feels something happening. Climbing off the treasure, he watches it slide down a hole in to the rest of the mountain. Looking through the hole, he sees a giant mound of treasure.

Lifting his head up in joy, he sees a note fly out of the hole.

"What does it say mister dragon?" Fluttershy asks.

"This is my ancestors treasury!", said the dragon, "my family has been storing our treasure here for generations! Thank you, young ponies. I will now take my leave."

"Will we see you again?" Phantom asks.

"Maybe, if not you may see my children." He says before flying out of the cave and away, in search of the dragon homeland.

Walking out of the cave, they were greeted by cheers from their friends.

"That was amazing!" Twilight said.

"We can't thank you enough." Rarity said.

"Come on, let's go home." Phantom said, teleporting them to the library.

"Come on Fluttershy, we should go make sure Spike is alright." he said before walking with Fluttershy to her cottage.

After Spike got back, Twilight said, "Take a note Spike."

_Dear princess Celestia,_

_I am happy to say that the dragon has left our fair country and would like to say that it was my good friend Fluttershy and my wonderful brother Phantom who convinced him to go. T__his adventure has taught me many things. To never lose faith in your friends and that Phantom does an amazing dragon impression. T__hey can be an amazing source of strength and can even help you overcome your greatest fears._

_Always your faithful student Twilight Sparkle._

"Twilight!", Applejack called, "Rainbow Dash is just 5 bounces away from a new pony record!"

"Three hundred and thirty eight..." Rainbow Dash said before hearing a roar dragon.

She screamed and fell on her back.

Laughing, the others walked away.

"Why are you laughing, that awful dragon is back!" Rainbow Dash said before Pinkie roared in her face.

"Pinkie Pie you scared me!", She said before realizing what just happened, "uh, I mean you broke my concentration."

"It's okay Rainbow Dash, not everyone can be as brave as me." Fluttershy said, before feeling a leaf touch her back.

Yelping she fell on her back laughing. Twilight just shook her head.

**Now let's skip back to right after Phantom and Fluttershy left the library,**

**At the cottage 3rd person**

"Alright Spike, go back to the library. I think Twilight wants to send a letter to the Princess, oh and tell them I say hi." Phantom sais as Spikes nods and letf.

"Oh dear!" Fluttershy gasp, seeing the animals all run around.

"Front and center!" Shouts Phantom.

Hearing that voice, the animals immediately line up.

"Oh thank you Phantom." Fluttershy said. "

I hope you all behaved, now it's dinner time." She said cheerfully.

Turning to Phantom she give an small "Thank you." before kissing him.

Breaking the kiss, Fluttershy heads into the cottage to get the food. Phantom stood frozen until he felt a nudge. Looking down, he sees Angel smiling smugly at him.

"Don't get any ideas now." He said, glaring at the rabbit, before turning around and heading back to the library with a blush forming on his face.

* * *

Okay, I made a love triangle and Ertigan made a love square. Like he said, he doesn't know if it going to stay or not. Plus he saw the chance and took it. Whiling I may use the the all lines form the show, I do try to throw Phantom in there. Well, up next is Look before you Sleep and I do wonder how Pahntom is going to handle a girl sleep over. Please review.


	8. look before you sleep

Hey every one, Phantom Fan 21 here. Now this chapter was suppose to be written by **ETRIGAN THE DEMON** but his laptop crash and he lost all his work. So I'm doing the chapter instead. Well, I seen Look before you Sleep before and I mistook this one for Sleepless in Ponyville that doesn't happen until later. Well here the chapter, Applejack and Rarity at at each other, Twilight has her first sleepover and Phantom has to deal with it all.

* * *

**3rd Person Pov**

The sun was shinning all cross Ponyville, well it was. The Pegasi was putting up clouds to make up on a lost day of rain. Down in Ponyville, all ponies was busy trying to remove extra branches from trees. Rarity, however, was putting them back on and look at it.

"Hm." She said before changing the leaves into decorations.

"Perfect." She said before a rope grab the branch and pull it down.

"Just take the broken limbs down, Rarity. ", Applejack said as she spit out her rope, "Don't y'all care about nothin' other than prettifyin'?"

"Somepony has to. You were making an absolute mess of the town square, Applejack." Rarity said showing that the square was a mess.

"Yeah, well, the storm's gonna make an even bigger mess if we don't prune all these loose branches so they don't tumble down on anypony." Applejack said and buck the tree behind her trying to get any more loose branches down.

"I simply cannot imagine why the Pegasus ponies would schedule a dreadful downpour this evening and ruin what could have been a glorious sunny day." Rarity said as the Pegasi cover the rest of the sky.

"Think more practical-like, will ya? They accidentally skipped a scheduled sprinkle last week, so we need a doozy of a downpour to make up for it, is all." Applejack sigh before the rain started coming down.

"Oh no! My wonderfully styled mane shall be ruined!" Rarity whine as she try to dodge the raindrops.

"Ya shoulda hurried up and finished the job already." Applejack said annoy.

"Oh! Ah! Oh Ph! It's coming down too fast! Ah! Oh! Oh! Ah! Help me!" Rarity call out and Applejack roll her eyes.

She look around and saw a table not to far from where they were at.

"There. Hunker down to yer heart's content whilst I finish things." Applejack said and Rarity ran towards it, only to stop when reaching it.

"Oh, no, no, no!" She said.

"What now?" Applejack ask.

"I prefer not to get my hooves muddy." Rarity explain.

"Guh. There is just no pleasin' ya, is there? Everything's got to be just so." Applejack said annoy.

"Well, and how does muddying my hooves serve any useful purpose?" Rarity scoff.

"Y'all wouldn't know useful if it came up and bit'cha." Applejack said to her.

"That doesn't even make any sense." Rarity said.

"Does so. Does not. Does so. Does not. Does so. Does not." The two argue as the rain started to pick up.

"Does so infinity. Hah." Applejack said, thinking she won.

"Does not infinity plus one. Heh." Rarity counter and the two stare at each other.

"What say we go our separate ways before one of us says something she will regret?" Rarity ask.

"I reckon y'all are gonna say something you'll regret first." Applejack told her.

"On the contrary, I believe it shall most certainly be you who says something _you_ will regret first." Rarity counter.

"I'm not sayin' anythin'." Applejack said.

"Nor am I." Rarity added.

"Y'all just be on yer way, then." Applejack said.

"After you!" Rarity said and they both back away still looking at each other.

Thunder crack and the two mres quickly ran toward each other and grab hold.

"Perhaps we should stick together for now and find some shelter." Rarity said.

"Uh-huh, perhaps we should. And fast." Applejack agree as the rain came down a bit harder.

* * *

**Rarity's Pov**

Oh why did we wait in the rain? My mane is getting ruin. Oh! Please excuse me. I didn't mean to do that. Ahem!

Applejack hid under the muddy table as her way of staying dry.

"Heh. Nice and dry under here, sorta." She said.

"Oh! Unacceptable." I said turning away.

"Applejack! Rarity!" We sudden heard a mare call out.

"Applejack! Rarity!" Another voice said, this time a stallion.

We both look and saw two familiar unicorns.

"Twilight?" I ask.

"Phantom?" Applejack added.

I could see a small blush appear on Applejack's face and knew Applejack was one of the mares that has falling for Phantom. I would too, if my heart didn't belong to another pony. Oh! What I am saying? I need to focus.

"Come inside girls, quick." Twilight said and we ran into their house.

Applejack stop and ask a question that got me wondering as well, "Whoa, nelly. Is inside a tree really the best place to be in a lightning storm?"

"It is if you have a magical lightning rod protecting your home like we do. Come on in!" Phantom said smiling.

"Hah! We are most grateful for your invitation." I said.

"Thank ya kindly for yer hospitality." Applejack added before I stop her and pointed at her hooves.

"Uh, do be a polite house guest and go wash up please, won't you?" I said walking away.

I could have sworn I heard Applejack say, "If I gotta spend one more second with that fussbudget Rarity today, I can't be held responsible for what I'm gonna do." and walk out.

I was brought out of thoughts when Twilight ask, "Some storm, huh? The Pegasus ponies sure have outdone themselves this time. I hope you and Applejack don't have any trouble getting home."

"Yeah, me and Twilight decide if there was anypony left out we'll bring them instead until they can get home." Phantom added.

I had to admit why I saw Applejack and Fluttershy fall for him. He was very polite and cute... Oh! What am I doing?! My heart belongs to another pony. Get a grip Rarity!

"It may indeed be a problem." I said.

"Well, you're welcome to stay if need be. Spike is away in Canterlot on royal business. Me and Phantom are home all alone tonight.", Twilight said then gasp, "you and Applejack should totally sleep over! We'll have a slumber party! I've always wanted one of those."

"Oh boy, my sister goes on about that. Sadly, I'm the only stallion here so I can't back out of it." Phantom said.

I was quite surprise. I knew I could handle Twilight and Phantom but Applejack? I need to get out of there.

"Oh! Uh, goodness. Uh, I do believe I have another engagement scheduled for this evening that completely slipped my mind until just now. Ah, silly me, I can't possibly stay here all night - with Applejack." I said, whispering at the end.

Twilight walk over to her books and took one down and brought over to me.

"_Slumber 101: All You've Ever Wanted to Know About Slumber Parties But Were Afraid to Ask._" I read.

"My own personal copy. It's a fantastic reference guide. You should see the table of contents. I've been waiting for a chance to use it, and today is the day! This is gonna be so great!" Twilight cheer.

"And I'm stick in it." Phantom sigh.

"Yes, uh, great." I laugh nervously looking back at Applejack.

She was just trying to clean her hooves but was hit with the water on her face.

"I'll go help her." Phantom said and walk out.

"Say Twilight?", I ask, "has you brother ever had any friends beside us?"

"No.", Twilight answer, "Me and Phantom both live in Canterlot before coming here. I didn't even try to make friends there. So he didn't have any either."

I was surprise. Phantom was a stallion and he had no friends. I can see why Phantom felt lonely. Maybe once he get with one of the mares he can have a hole lot of friends like he does now.

* * *

**Applejack's Pov**

I walk inside my hooves nice and clean. Phantom walk next to me and I blush.

"Thanks for the help Phantom." I said.

"Any time." Phantom said and we turn around to see Rarity and and Twilight puttin' some green stuff on their faces.

"What in tarnation... Now wait just a goll-darn minute. Ya make me wash the mud off my hooves, but it's okay for y'all to have mud all over yer faces?" I ask.

"Silly! This is called a mud _mask_. It's to refresh and rejuvenate your complexion." Rarity told me.

"Uh?" Phantom said due to that he wasn't girly like Rarity.

"We're giving each other makeovers! Eee-hee! We have to do it, it says so in the book." Twilight said and brought the book over.

"_Slumber 101: Everything You..._", I read, stopping in surprise, "oh hey, heh, would'ja look at the time. I gotta skidaddle on home quick. I'm powerful late for, uh, fer somethin'. Uh, g'night."

I try to leave but a loud thunder scare me into staying.

"Or maybe I'll sit here for a spell." I said.

"Between that and the storm? I say that a good choice for now." Phantom agree with me.

"Hurray slumber party!" Twilight shouted as Rarity threw the green stuff on both mine and Phantom face.

"Rarity!" Phantom yell as she rub it in his face then mine.

She place two cumbers on our faces and I ask, "What in the world is this for?"

Rarity said and said, "To reduce the puffiness around one's eyes, of course."

"Puffiness-schmuffiness!", I said eating them off, "that's good eatin'!"

"Rarity, stallions don't need makeovers, but because it my sister first sleepover, I'm going along with it." Phantom said and took of the cumbers and ate them as well.

"Hee-hee! Isn't this exciting? We'll do everything by the book, and that will make my slumber party officially fun." We heard Twilight laugh.

"Did you hear that, Applejack? You certainly would not want to do anything that would ruin Twilight's very first slumber party, _would you_?" Rarity ask me.

"Of course not, 'n you wouldn't either, I reckon?" I ask her back.

"So do we have an agreement?" Rarity ask once again.

"You betcha. " I said and spit on my hoof.

"Oh! Gross! You know, there's messy and there's just plain rude." Rarity said.

"You know, there's fussy, 'n there's just plain gettin' on my nerves." I counter.

"Fortunately, I can get along with any pony, no matter how difficult _she_ may be." Rarity said.

"Oh yeah? Well, I'm the get-alongin'ist pony yer ever gonna meet." I told her.

"That's not even a word." She said back.

Then Twilight appear and place her hooves around us, saying, "This is going to be the bestest slumber party ever! Yay!"

"Yay." We said not as cheerful.

"Why does this sound like it going to be a long night?" I heard Phantom ask.

* * *

**Phantom's Pov,**

I was glad that Twilight left me out of the next part of the make over, but I couldn't help but feel sorry for Applejack. True she was a mare, but she live on a farm.

"So, how are you getting along over there, Applejack?" Rarity ask her.

"Just fine." She said a bit sour.

"Glad I'm not in it, but I do feel sorry for you Applejack." I said.

"Thanks Phantom." Applejack said still a bit sour.

"This is so awesome!", My sister giggle, "Makeovers, check. Ooh, it says here we have to tell ghost stories. Who wants to go first?"

"Ghost Stories? Hm, I better make sure no ghost _are _around." I said and started to look.

"Me! I'd like to tell y'all the terrifying tale of the prissy ghost who drove everypony crazy with her unnecessary neatness. Oo-oo! I'm sure y'all are familiar with that one?" Applejack ask.

I roll my eyes before getting an idea. I whisper in my sister ear and she smile as Rarity said, "Never heard of it, but I have a much better one. It's the horrifying story of the messy, inconsiderate ghost who irritated every pony within a hundred miles! Oo-oo!"

"That's not a real story. You made it up." Applejack said as I tip hoof to the light switch.

"It is a ghost story, they're _all_ made up." Rarity said as I flick off the light.

They both scream and Twilight appear with a flashlight.

"I've got one! This story is called _The Legend of The Headless Horse_." Twilight said as thunder crack.

"This is going to be great." I whisper before sitting next to them.

"It was a dark and stormy night, just like this one. And three ponies were having a slumber party, just like this one...

* * *

**3rd Person Pov,**

Twilight continue the story as Rarity and Applejack started to get scare. Phantom has disappear and they were thinking that the story was true.

" ...and just when the last pony thought she was safe, there, standing right behind her, just inches away was - _The Headless Horse!" _Twilight said before pointed behind them.

Applejack and Rarity turn around and indeed saw the Headless Horse. They scream and garb a hold of each other. The light flick on and Phantom remove the towel on his head and laugh.

"HAHAHA! Got ya!" He said.

"My stars darlings, you give us quite a scare." Rarity said.

"Yeah, I really wonder what happen to ya." Applejack said.

"I come up with the idea to scare you, but I heard the story from a ghost name, Nocturne." Phantom said.

"Who Nocturne?" Rarity ask.

"A ghost that controls sleep. He pop by yesterday telling me that there was going to a bit trouble between tow of my friends and I had to help them. I can see that it you two, because you're still hanging on to each other." Phantom explain.

They both spit apart and look at each other.

"Ghost story, check. Now, who wants s'mores?" Twilight said checking it off the book then ask.

Applejack and Phantom took care of the marshmallows as Rarity took Twilight how to make them.

" Then you place one marshmallow on the top of the chocolate and be sure it's centered - that's critical - and then carefully put another perfectly square graham cracker on the top. And done. Ta-da!" Rarity said then laugh.

"Ooo!" Twilight said.

"Is it really that excited sis?" Phantom ask as he use his magic to bring more marshmallows.

"Nah, ya just eat 'em." Applejack said and ate one.

Once she shallow it, she belch.

"Nice one." Phantom said.

"You could at least say excuse me." Rarity said gross out.

"Aw, I was just about to, but you interrupted me.", Applejack said, "Pardon."

"S'mores, check. Now the next item of fun we have to do is Truth or Dare." Twilight said.

"Hm, I think I heard of that game." Phantom said before hearing Applejack and Rarity try the game themselves.

"I dare Applejack to do something carefully and neatly for a change." Rarity said first.

"Oh yeah? Well I dare Rarity ta lighten up and stop obsessin' over every last little detail, for a change." Applejack said back.

"I think the _truth_ of the matter is that some pony could stand to pay a little more attention to details." Rarity said next.

"And I think the _truth_ is some pony oughta quit with her fussin' so the rest of us can get things done." Applejack said again.

"Um, I don't think this is how the game's supposed to work.", Phantom said and look for the rules, "you have to give an honest answer to any question or do whatever any pony dares you to do."

Seeing what he means, Applejack took the first turn.

"I dares you to step outside and let your precious, tidy mane get ruined again." She said as Rarity gasp.

"You have to. It's the rule." Twilight said, looking at the rules herself.

"Hah!" Applejack laugh.

"Fine!" Rarity said and went outside.

Applejack cover her mouth as she hear Rarity shriek. She walk back in, soak. Phantom give her a towel so she won't get sick.

"Thank you Phantom. I dare Applejack to play dress-up in a frou-frou, glittery, lacey outfit." Rarity said.

Applejack gasp then left. She come back dress just like Rarity wanted her to.

"Happy?" She ask sourly.

"Very." Rarity smirk.

"Um, do we ever get a turn?" Twilight ask but the two mares kept throwing dares at each other.

" I dare ya to enter the next rodeo when it comes to town. I dare you _not_ to enter the next rodeo that comes to town. I dare ya to not comb your mane a hundred times before bed. And I dare you to comb yours just _once_." They went on.

"Oh boy." Phantom said groaning.

"I dare you to _kiss _Phantom!" Rarity said.

"SAY WHAT?" Applejack and Phantom shout.

"Rarity what in Equestria?" Applejack ask her.

"It a dare, do it." Rarity said smirking.

Applejack look at Phantom and walk up to him. She reach over and kiss his check.

"There, done." Applejack said.

"I didn't mean on his cheek..." Rarity said before Phantom spoke up.

"I, uh, I think we should check off Truth or Dare and move on." He said blushing.

"Sure, let's see what our next fun-fun-fun thing is, shall we? Hm, what does this mean? Pillow fight?" Twilight said looking at the book.

"Oh, please. I am not at all interested in participating in something so crude.", Rarity said before getting hit with a pillow, "Oh! It! Is! On!"

Applejack and Rarity threw pillow after pillow at each other. Phantom duck under the while Twilight pop up.

"Oh, I get it! Pillow, fight! Fun! Ugh. Ah." Twilight said getting hit by two pillows.

"Uh, girls? Maybe we should take it down a notch?" Phantom ask uncovering his sister.

"I will if she will." Applejack said.

"She started it." Rarity counter.

"Twi, this needs to stop." Phantom whisper to his sister.

"Maybe we should just call it a night and get some sleep?" Twilight ask.

"Wait you only got two beds." Rarity pointed out.

"It ok, you two can have my bed." Phantom said hoping this will get them to stop this fight.

"What about you?" Applejack ask hoping that she didn't have to share with Rarity.

"We can share my bed." Twilight answers.

"Twilight, are you sure?" Phantom ask surprise.

"Yeah, were brother and sister. We can sleep in the same bed." Twilight said.

"Ok..." Phantom said and the four ponies went upstairs.

* * *

**Rarity's Pov,**

I never slept in Phantom's bed before. Like Twilight's, it was cover in stars only it had moons are it. I know there was two ponies that has. Rainbow and...Applejack. I turn to her and frown. Nice of Phantom to give me his bed, but why did he make me share it with Applejack?

"Keep your muddy hooves on your side of the bed." I whisper.

"My hooves ain't muddy." Applejack whisper back.

"They were. There might still be a little on them." I said quietly.

"There ain't. See?" She said back and show me.

"Eww!" I said and pull Phantom's blanket around me.

"Now who's bein' inconsiderate?" Applejack said and pull the covers back on her.

I got up and said, "I have to make the bed again so the blanket will be right. Get up."

I push her off and use my magic to remake Phantom's bed. Once I was done, Applejack started to get back in, but I stop her.

"Ah ah ah! You'll ruin it. You have to do it like this." I said and show her.

"Yeah, that's not gonna happen. Geronimo!" I hear and was knock off the bed.

I shook my head and stood up.

"You did that on purpose." I said glaring at her.

"Um, yeah?" Applejack said.

"Get up so I can fix it again." I told her.

I was really started to get tired of this.

"Can't hear ya, I'm asleep." Applejack said and I heard fake snoring.

I'll pull the blanket off and waited for her to move.

"I ain't budgin'." she said.

"You will if you want any blankets." I counter.

She grab the blanket and try to yank it out of my mouth.

"Give it back!" She said angrily.

"I will not!" I told her and pull.

"Yes, you will." Applejack said and pull back.

"Won't!, Will!, Won't!, Will!, Won't!, Will!" We argue once more.

"Enough!" We heard Phantom and Twilight shout.

We turn to them, both of the quite made and Phantom's eyes are once more green.

"It says right here that the number one thing you're supposed to do at a slumber party is have fun, and thanks to you two I can't check that off!" Twilight said.

"And I even gave you two my bed hoping that the night will past in peace, but you two are acting like a bunch of silly fillies!" Phantom added.

"I've been tryin' my darndest to get along." Applejack said.

"No, it is I who have been trying _my_ best." I counter.

"No, it was me." Applejack said getting in my face.

"No, it was I." I said getting in hers.

"Me!, I!" We started again before Phantom use his death magic to shout our mouths.

"_I_ hope you're happy, both of you. You've ruined my very first slumber party. The makeover, the s'mores, Truth or Dare, the pillow fight... I mean, is there anything else that could possibly go wrong?" Twilight said angrily.

"And if we knew you two were not going to get along, we would have teleport you home!" Phantom shouted before the hearing lighting crack.

Phantom's eyes turn back into blue and i notice that they look calm as the sea...Oh, your doing it again Rarity.

Twilight hind under her blanket and said, "Sorry I ask."

* * *

**3rd Person Pov,**

The four ponies ran towards the window and open to see that a tree was about to fall on one of the houses.

"Ya see? That's why we needed to take down all those loose branches in town, not spiffy 'em up." Applejack said pointing it out that Rarity should have done the work right.

"We got to stop that tree before it falls on that house!" Phantom said.

"Outta my way! Time's a-wastin'." Applejack said and pull out her rope.

"Wait! Stop! Don't!" Rarity call out knowing what Applejack was going to do.

"No waitin'! No stoppin'! Doin'!", Applejack said and threw her rope around the tree, stopping it from landing on the house, "and that, my friends, is what we call gettin' 'er done."

Phantom quickly saw what Rarity was trying to warn her about and shouted, "Applejack! Don't pull the..."

It was too late, Applejack pull and the tree came crashing down instead of Phantom's and Twilight's house.

"I tried to tell you it would come crashing down in here." Rarity said climbing back up.

"Well, ya should'a tried harder.", Applejack said before turning to her friends.

"It's... Well, it's not okay. There's a giant tree branch in the middle of our bedroom, and the book doesn't say anything about having a giant tree branch at your slumber party. Or at least I haven't found that entry yet." Twilight said and started to look though the book.

"Twi, can you put down the book and help move this tree out of here?!" Phantom shouted, but she didn't listen.

Applejack flip around to the other side of the tree and saw that Rarity was picking up a small mess.

"What in tarnation are y'all doin' over there?" Applejack ask.

"Cleaning up this mess some pony made. Who was that again? Oh, right, that's _you_." Rarity said placing a book over her head.

Applejack roll her eyes and went around the other of the tree and saw Twilight's still reading the book and Phantom trying to get her to stop.

"We gotta do somethin'!" Applejack said.

"I have a plan, but you need Rarity help to do it." Phantom said.

"What?! Oh huh, no way, no how." Applejack said.

"Applejack, you and Rarity are friends. Aren't friends suppose help one other?" Phantom ask her.

Applejack sigh and flip back to the other side of the tree and Phantom follow her. Rarity was still picking up the mess that was made.

"Rarity, for pony's sake, stop sweatin' the small stuff and help me get rid of this thing! I said hussle over here and help me!" Applejack said but Rarity didn't move.

"Applejack?" Phantom said.

Applejack sigh and said "Look, I'm sorry, alright?"

"What was that?" Rarity ask surprise.

"I said I'm sorry! I should'a listened to you when you noticed where this here branch would end up. Yer annoyin' attention to detail would'a saved us from this whole mess. But right now, ya need to stop bein' so dang fussy pickin' up all the little things and help me move the one big thing in here that actually matters! Please!" Applejack told her and Phantom smile.

Rarity turn from her work and saw that the rain was still coming inside.

"Uh. Uh, but I'll get all icky." She whine.

"Consarnit! What the...", Applejack started to say be notice a glare from Phantom.

"Eh... you... I mean, yes, ickiness is often a side effect of hard work. But y'all need to get over it, on account I just can't fix this mess I made myself. I need your help." Applejack said still annoy about Rarity worry over her looks but knew if this was going to get clean up, she has to deal with it.

"Let's do this." Rarity said, forgetting about her looks.

While Twilight continue to read her book, Applejack, Rarity and Phantom got to work. Rarity and Phantom use their magic to change all the leaves into decorations. Applejack was about to kick the log out before seeing a glare from Rarity and Phantom shaking his head. She she grab it and drop it out the window. She close it as they smile. Until Rarity saw what she look like.

"U-ugh. Oh, I look awful." She said.

Phantom roll his eyes and Applejack began to think. She got an idea and soon place two cumbers on her eyes.

"Better?" Applejack ask.

"Hmph, thanks." Rarity and try to find Applejack.

Applejack reach her head close and Rarity grab it. They both hug as Phantom turn to see his sister finally looking up from the book.

"Oh, pretty! Where did these come from? They're not in the book either." Twilight said and Phantom took the book from her.

"Twi, I love you, but not everything is in a book." He said.

**Later,**

Applejack, Rarity, Twilight, and Phantom was playing twenty questions and they spit into team. Applejack and Rarity against Twilight and Phantom. It was Applejack and Rarity turn and they where running out of questions.

"Is it bigger than a barn?" Applejack ask.

"Nope." Phantom told her.

"Is it smaller than a saddle?" Rarity ask next.

"No! Only three of your twenty questions left!" Twilight said.

Applejack sigh and said, "We're never gonna guess what y'er thinkin' of, it could be anythin'."

"Are we getting warming?" Rarity ask.

"Why? Is it too cold in here for you? I can turn up the heat." Twilight ask as Phantom face hoof himself.

"She means are we gettin' any closer with our guesses?" Applejack explain.

"Oh! No. And that technically counted as a question, so only two more left!" Twilight said in understanding.

"Come on you two. Make them count." Phantom said.

"Is it... a six-legged pony with a purple polka-dotted mane and shootin' stars comin' out of his eyes?" Applejack ask.

"Who flies through the air all over the world to hide magic, sparkly eggs?" Rarity added.

Twilight and Phantom stare at them dumbfound on that question.

"What in Equestria?" Phantom whispers.

"That's it!" Twilight said.

"It is?" Everypony ask her.

"No. It's that." Twilight chuckle and pointed to hers and Phantom telescope.

"But it was just so nice to see you two finally getting along, we wanted you to be able to win together." Phantom said.

Applejack and Rarity laugh, showing they were.

"See? We could have been having fun like this all along." Twilight said.

"If only somepony hadn't been so persnickety." Applejack smiling at Rarity.

"Well, maybe she wouldn't have been if somepony else hadn't been so sloppy." Rarity smile as well.

"Sorry for being such a pain in the patootie." Applejack apologizes.

"Oh, no, I'm sure I was much worse." Rarity said.

"That's kind of ya to say, but I'm the one who's sorry." Applejack said.

"Oh, I'm much more sorry than you are." Rarity said and they started argue again.

"Ugh. Are not., Are too., Are not!, Are too., Are not., Are too." They laugh making Phantom shake his head.

"I declare my first slumber party a success!" Twilight said.

"_Our _first slumber party, sis." Phantom correct her.

Right.", Twilight blush before holding up the book, "have fun, check."

They all laugh and continue to have fun.

_Dear Princess Celestia, It's hard to believe that two ponies who seem to have so little in common could ever get along. But I found out that if you embrace each other's differences, you'd just might be surprised to discover a way to be friends after all._

Twilight turn to see the other playing and said, "So, who's up for another slumber party tomorrow night?"

The three look at each other before throwing pillows at Twilight.

"Ugh. How about a week from Thursday? Oh, how about two weeks from Saturday? A month from now?" She try to say only to get hit with the pillows.

The four ponies laugh as Celestia's sun finally shine through.

* * *

Well what you guys and girls think? Now some of you might not know but **ETRIGAN **put a poll of which pet should Phantom get, check it out and make your vote. Later, we'll put up the poll of which mare Phantom should be with. Please review and if you want to re my stories, just go to my homepage.


	9. bridle gossip

**ETRIGAN THE DEMON here again ,just like last chapter I want you to know that the poll for Phantom's pet is now up stop suggesting and start voting. I have many different types of pets including a dragon so cast your votes. We have three votes already, the animals you will find out when you vote. Choose wisely, the pet you want may not be the pet you get. Enjoy!**

* * *

**Episode 9 Bridle Gossip **

**Phantom's Pov,**

"Wow! What a beautiful day!" Twilight said as we walked down the path.

"Yeah.", I said, "I bet the night will be even more beautiful."

"Rainbow Dash must have gotten up early for once and cleared all the clouds away." Spike said.

Chuckling, I said "Yeah right, this is Rainbow Dash we're talking about. There's no way she would get up early."

"Yeah, I suppose you're right Phantom." Spike said.

"I bet all of Ponyville is going to be out enjoying the sunshine." Twilight said as we reached town.

As we walked through town square, we no pony except for a strange pony wearing a hooded cloak digging at the ground.

"Where is everypony?" Twilight ask.

"I'm going over there to ask her." I said walking over to the pony.

"Um hello." I said

"Ah hello." She replies.

"Could you please tell why there is no pony out side today?" I ask her.

"That I am unsure of.", she said, "I came into town to gather ingredients for a soup I'm making from my home country, but every shop seems to be closed.

"And where is your home country?" I asked as she pulled back her hood.

"The zebra country." she answered.

My eyes widened.

"The Zebra Country?! I haven't been there in ages! They really do make good dishes." I said smiling.

"You seem to know a lot about the zebras, why is that?" she asked.

"When I was a young colt, we heard that the zebras were very knowledgeable about super natural occurrence's." I explained.

"That is true, why did you seek us out?" She asked.

"I was born with the ability to see and talk to ghosts. I have two cutie marks and two different magic abilities." I said.

"That is interesting." She said, thinking about it as we move to a table.

"So who did you see?" She asked, conjuring a couple of chairs.

I sat down, while explaining, "We meet a very intelligent zebra who had one daughter who was one of my first friends. She was called Zatarra and she could do unicorn magic without a horn." I said as she also sat down

I saw her eyes widen at my explanation.

"What was her daughters name?" she asked me.

I could see she was on the brink of tears.

"Her daughter name was Zecora." I said.

The next thing I knew, I was being hugged by her.

"Why are you hugging me?" I asked.

"My name is Zecora." She answered tears in her eyes.

My eyes widened and I immediately grabbed her in a hug, tears threatening to fall down my face as we hugged as old time friends, I idly wondered what Twilight was doing.

* * *

**Twilights Pov,**

Walking around, I wondered where everypony was.

"Maybe it's some kind of pony holiday?"Spike ask

"I don't think so." I said.

"Does my breath stink?" He ask, before shooting his fire in the air and sniffing it.

"Not more than usual." I said with a chuckle.

"Is it zombies?!" Spike said scare.

"Not likely." I deadpanned.

"Not likely, but possible." He said in a scared tone.

"Psst." said a familiar voice.

Looking over to Sugar Cube Corner, we saw Pinkie Pie.

"Twilight, Spike, come here! Come here! Hurry before she gets you!" She whisper yelled.

Running inside, we shut the door only to be in complete darkness. Before I could say anything a flashlight turned on.

"Who the zombie pony?" Spike ask shivering.

"Zombie pony!" Pinkie Pie said, shaking.

"Spike! There are no zombie ponies!" I said as he got off my back.

I started, "Pinkie what are you doing here alone in the dark?"

"I'm not alone in the dark." she said before making more light to show Applejack, Rarity, Rainbow Dash, Fluttershy and Apple Bloom inside as well.

"Okay then, what are you all doing alone in the dark?" I asked.

"We're hiding from her!" Applejack said, pointing out the window before gasping as we saw my brother talking to the strange hooded pony.

Looked over also gasping, "What is he doing?!" Pinkie Pie ask.

"He told me he was going to ask her if she knew where any pony was while walked around looking for somepony." I answered wondering why they are scared of a pony.

We kept watching before she looked over at us. I then saw my brother waving at me. Waving back, I smiled before turning to the others.

"Did you see her Twilight? Did you see Zecora?" Apple Bloom ask me.

"Apple Bloom! I told you never to say that name." Applejack yell.

"Well, I saw her glance this way, then I saw my brother waving at us." I answer.

"She glanced _evilly_ this way." Pinkie Pie added.

"And then I saw a bunch of you flip out for no good reason while I waved back." I continue, ignoring Pinkie.

"No good reason, you call protecting your kin no good reason and what is your brother doing talking to Zecora? Why aren't you saving him?" Applejack ask.

"While I may be the older of the two of us, he can handle himself just fine." I said.

"Anyway," continued Applejack, "when Apple Bloom saw Zecora walking into town she started shaking in her hoofs, so I swept her up and brought her here."

"I walked here myself!" protested Apple Bloom from Applejack's back.

"For safe keeping." finished Applejack.

"Applejack! I'm not a baby! I can take care of myself!" Apple Bloom said.

"Not from that creepy Zecora." Applejack said.

"She's mysterious." Fluttershy said.

"Sinister." Rainbow Dash added.

"And spoooooky!" finished Pinkie.

Looking back out the window, we watched as she take off her hood. I frowned hearing the gasps from behind me.

"Will you cut that out!" I said.

"Just look at those stripes, it's garish!" Rarity said.

"She's a zebra." I said.

"What?"exclaimed everypony else.

"A zebra and those stripes aren't a fashion choice, she was born with them." I explained turning away, before rarity fainted.

"Born where?" Applejack asked, "I've never seen a pony like that in these parts, except her. "

"Well, she's probably not from here, but if you want to know more about zebras you should ask my brother. He knows more about them than I do.", I said.

"Still, I wonder how Phantom know more about zebras than I did, but I do know she's not a pony. My books say that zebras come from a faraway land, but I've never seen her in Ponyville." I finished, looking out the window to see Phantom and Zecora hugging like they knew each other.

Everypony else looked where I was looking and gasped again.

"Where does she live?" I wondered ignoring their gasp.

"That's just it. She lives in the Everfree Forest!" Applejack exclaimed, before the house started shaking.

"Spike!" I yelled.

"Sorry." He said.

"The Everfree Forest just ain't natural." continued Applejack.

"The plants grow, animals care for themselves." Fluttershy added

"And the clouds move all on their own." finished Rainbow Dash and Rarity fainted again.

"And that wicked enchantress Zecora lives there doing her evil stuff!", Pinkie said, she's so evil i even wrote a song about her!"

"Here we go." Rainbow Dash said face hoofing.

_**She's an evil enchantress**_

_**She does evil dances**_

_**and if you look in her eyes**_

_**she'll put you in trances**_

_**then what will she do**_

**_she'll mix up an evil brew_**

**_and she'll gobble you up_**

_**in a big tasty stew**_

_**so WATCH OUT!**_

The song was so crazy I couldn't believe it!

"Wow, catchy." I said sarcastically.

"It's a work in progress." Pinkie told me.

"This is all just a lot of gossip and rumors, now tell me what have you actually seen Zecora do?" I asked before looking outside to see Phantom and Zecora had returned to talking.

"Well, once a month she comes into Ponyville," begins Rainbow Dash.

"Then she lurks by the stores," continues Rarity.

"And then she digs at the ground." finishes Fluttershy.

"Good gracious!", I say sarcastically, "okay I'm sorry, but how is any of this bad? Maybe she comes to town to visit."

"Yeah!" agrees Apple Bloom.

"Maybe she's just trying to be neighborly and maybe she's not lurking by the stores, she's going to them. Lurk free to do some shopping." I added.

"Yeah!" Apple Bloom agrees again, "everypony likes to shop."

"Phantom doesn't." I said quickly.

"Okay, nearly everypony likes to shop. Know what I think?" continued Apple Bloom.

Apple Bloom!" Applejack said, "hush and let the big ponies talk."

"I am a big pony." grumbles Apple Bloom.

"Oh what about digging at the ground? You gotta admit that's weird." Rainbow Dash said.

"What if she's digging for innocent creatures?" Fluttershy ask scare.

"I'm sure there's an explanation for everything Zecora does." I said ignoring pinkie singing her song behind us.

"And if anypony here, besides my brother, were brave enough to approach her, she would find out the truth." I finished.

No one, but me heard Apple Bloom declare herself brave enough to find out. Smiling inwardly, I knew that if Zecora really was bad, Phantom would protect her

* * *

**3rd person pov,**

Peeking out from behind the staircase, Apple Bloom watched the two chat seeing them. Turning to were she hid, "Come on out, Apple Bloom.", Phantom said, "we know your there. Come on I want you to meet my fillyhood friend, Zecora."

Walking up to them, Apple Bloom asked, "She's your fillyhood friend?"

"Eeyup!" Phantom said sounding like Big Mac.

"You have been spending to much time around Big Mac." Apple Bloom said chuckling.

Sighing he turned back to Zecora.

"So the Everfree Forest huh?" He asked.

"Indeed Phantom." She replied.

"Have you avoided the poison joke?" he asked.

"Yes and I even collected a sample for an antidote. Oh! I have to go.", She said, "goodbye Phantom and young filly."

"Her name is Apple Bloom." Phantom told her.

"Well then, goodbye then Apple Bloom." Zecora said.

"Goodbye Zecora! I'll see you later, okay?" Phantom call out as she left.

"Nice to meet you Zecora!", Apple Bloom call our as well, "good bye!"

As Apple Bloom wave, Phantom looked to see the others.

"Hey Apple Bloom, I think the others realized you were with me." He said.

"Apple Bloom! What were you doing talking to that evil Zecora phantom?!" Applejack ask.

"Talking to her." Apple Bloom answer.

"But she could have taken you." Applejack said.

"No, Phantom would have protected me." Apple Bloom pointed out.

"What were you doing with her?" Applejack ask, turning to Phantom.

Only to see him give her a dirty look before walking back to the library, but not before telling Apple Bloom to not let them know anything about what they were talking about.

"Well, how rude." Rarity said.

"Why did he look at me like that?" Applejack ask confused.

"It's not my place to say. You want to know, ask him. I'm going home." Apple Bloom said and left.

* * *

**The next day, Phantom's Pov,**

I walked up to Sweet Apple Acres to pick up Apple Bloom. I had agreed to take her to see Zecora yesterday. Passing Big Mac in the fields, I callout, "Good morning Big Mac!"

"Eeyup!" he called back.

I passed Applejack and saw her look at me, but I just ignored her. I couldn't forgive for what she said about Zecora yesterday. Knocking on the front door, I smiled as Granny Smith opened it.

"Good morning Granny Smith! Is Apple Bloom ready?" I asked.

"Good morning Phantom! Yes, she's been jittering all morning waiting for you." She answered.

"Hey Phantom!" said a little cream coloured blur as she zoomed out of the house."

"Good morning Apple Bloom. How you doing?" I asked with a grin.

"Big sister's been really confused as to why you looked so angry at her.", Apple Bloom said, "she kept bugging me as to why, but i kept my word and didn't tell her a thing."

"And for that, I'll get you something from sugar cube corner before we leave." I said, proud of her.

"Yay! Thanks, Phantom!" She said.

"Anytime." I replied before heading off, not realizing a certain orange pony was following us.

**At Sugarcube Corner,**

"Good morning Miss Cake." I said walking in.

"Good morning Phantom.", She replied, "what will it be Apple Bloom?"

She pointed at a certain cake and I brought myself one too, paying the correct amount of bits.

"Thank you Miss Cake." I said.

"Thank you Phantom, will we still see you tomorrow?" She said and ask.

"Yes Miss Cake.", I said. "I'm always ready and after I'll be helping Big Mac with the apples."

"You usually do that with Applejack." Miss Cake said.

"Well, I'm not too happy with her right about now. Give it a few weeks.", I said, "well, see you tomorrow, Miss Cake!"

"See you tomorrow Phantom." She said as we left.

I took a bite out of my cake and my eyes widen.

"Wow! Apple Bloom, you really know how to pick a good cake." I said as the flavours exploded on my tongue.

"Thank you.", Apple Bloom said, "this is my favourite cake in the whole of Ponyville."

Finishing off the rest of our cakes, we left Ponyville to see Zecora not noticing the 5 other ponies following us.

* * *

**The Everfree Forest 3rd person Pov,**

As they walked through the Everfree Forest, Phantom said hello to the ghost from the first time and asked directions to Zecora's hut, forgetting to do it yesterday. Thanking him for the information, he was glad. He picked up plant pots before he left he was hoping to score some poison joke for pranks when he got back. As they reached the blue plant, he lifted Apple Bloom on his back.

"What's up Phantom?" she asked him.

"Just trying to not let you touch the blue plants." he answered.

Reaching the other side, safely, he pulled out some of the pots and placed a couple of flowers in each one. One for Zecora and the other for himself. Picking up the pots, he started to move when he felt something against his chest. Looking down, he saw it was a rope tied into a lasso. Growling, he turned to see Applejack, Rarity, Pinkie Pie, Fluttershy and Rainbow Dash. He knew Twilight wouldn't have been there because he told her everything about him and Zecora. Looking at where they were standing his growl turned into a smirk. Putting them to sleep, he teleported each of them to their respective homes before continuing his journey to Zecora's.

* * *

**At Zecora's Phantom's pov,**

As we arrived at Zecora's, I smiled at the familiar decorations. Walking in we saw zecora pouring spice into her cauldron.

"Ah Phantom, Apple Bloom, you're just in time. I just finished making some of my mother's soup."

My eyes brightened at those words.

"Zatarra's soup was well known and well liked among the zebras. Just wait until you try this Apple Bloom, it is incredible!" I said.

"Really?" she ask.

"Yes, zebra dishes are very delicious.", I exclaim, "and Zecora's mother made the best soup in the zebra homeland.

"Oh wow!" Apple Bloom said couldn't wait to try it.

"Oh that reminds me, Zecora, I got you something here. It's a couple of plants of poison joke. This way you don't have to go out to get samples." I say handing her the pot.

"Oh, thank you Phantom." Zecora said, "this will help me greatly. Oh, the soup is done. Here try it and tell me how it is."

As we took a sip, my eyes became stars and I could see Apple Bloom was trying her hardest not to just slurp down the whole thing.

"Just like you mother's." I say.

"My favorite cakes have nothing on this!" Apple Bloom said as she finished.

"You said you were working on an antidote for the poison joke?" I ask.

"Yes." Zecora said, "but the shops that have what I need are always closed when I go to get something."

"What do you need?" I ask, "I'll get it for you.

"Bubble bath." She said.

"Why bubble bath?" I ask confuse.

"I have found that the only way to cure poison joke is soap and water." She said.

"That's interesting.", I said, "well, we'd better go before Big Mac and Granny Smith get worried. I'll bring some bubble bath next time I visit.

"Thank you Phantom, it was nice seeing you after all these years." She said giving me a hug that I happily return.

"You too Zecora, you too. I'll see you in two days.", I said getting ready to leave, "good bye Zecora."

"Good bye Phantom." She said.

"Good bye Zecora!" Apple Bloom said.

"Good bye Apple Bloom." Zecora said.

Leaving, I wondered what effects the poison joke would have on the others.

**The library,**

I woke up feeling good, before i heard some 5 familiar voices and one high pitched hard to hear voice. Looking down stairs, I saw Rainbow Dash with her wings on her stomach, Rarity with her hair so ridiculous I can't describe it, Apple Bloom struggling not to laugh, Pinkie Pie with her tongue somewhat swollen with blue dots on it, a tiny Applejack and Fluttershy who seemed to have nothing wrong with her and Twilight, like Apple Bloom, was struggling to keep from laughing. Spike, however, wasn't even trying to hide it. I too, was trying to keep from laughing as I listened to their conversation.

"See Twilight? I'll bet Zecora hypnotized Phantom into putting us to sleep then while we lay there, she cursed us before having Phantom drop us off at home.", Applejack said in a high pitched voice, "see? I'm small, Rarity's hair is out of control, Pinkie can't talk for once, Rainbow Dash keeps crashing into stuff and Fluttershy hasn't said a word all morning, not even to her animal friends!"

"What happened to you Fluttershy?" Twilight ask

Fluttershy simply shook her head and didn't say a word.

"Good gravy Fluttershy, what's wrong with you?!" Applejack shouted from the bench.

"I don't wanna talk about it." Fluttershy said in a deep stallion voice that did it.

The flood gates broke for me, Spike and Apple Bloom as we all feel to the ground laughing. Which was very painful to me as I was upstairs, but I was laughing to hard to care.

"Would you quit that!" Rarity shouted.

"Okay! Fine.", I said as my laughs died down, "I should probably leave anyway. I'll see you tonight Twilight."

"You too, Phantom." My sister said.

"Come on Apple Bloom I want to show you how to make cakes." I said as we left, we didn't notice a small orange pony jump into Apple Bloom's tail.

* * *

**3rd person Pov,**

"Where is he headed off to?" Rainbow Dash ask, trying to get the ladder off her neck.

"Didn't you know? He likes to help around Sugarcube Corner and Sweet Apple Acres once a week. Preferably when Apple Bloom doesn't have school." Twilight said.

"Really?" Rarity ask.

Pinkie Pie nodded because she still couldn't speak.

"Maybe he could help me make dresses sometime." Rarity said.

"Well, you'll have to ask him.", Twilight said, "but first we should find a cure for your problems."

"How about this?" Spike ask holding up a book.

"_Supernatural Cures._", read Twilight, "no Spike, the word super natural suggests that it's magical. This book is a bunch of hooey."

"I think we should confront Zecora and force her to release Phantom from her hypnotism, but that can wait until he gets back." Rainbow Dash said.

"Whatever.", Twilight, "just stay away from that plant next to his bed. He says he wants to try something with it."

Fine." Rainbow Dash groan.

* * *

**Phantom's pov,**

The minute we were out of ear shot, we immediately burst out laughing, drawing attention from ponies walking nearby.

"That was hilarious!" I said through my chortles.

"Yep!" Apple Bloom agree from beside me.

"How did it happen, though?" She ask, when she could.

"Ah, the blue plant I made sure you didn't touch yesterday is called poison joke. It's a plant that causes something funny for each pony who touches it's leaves. I brought back a couple to see if I can turn it into a potion or powder to use in my pranks. Anyway, they were standing in it which made them like they are now." I explain.

"Wow! Can I have one?" She asks me.

"When you get your cutie mark.", I told her, "now let's go, I can just hear the ingredients wanting to be used for a cupcake.

As we walked to Sugarcube Corner we were still chuckling too hard to feel the pony in Apple Bloom's mane, thinking about what she just heard.

"Now you see Apple Bloom, the trick to making great cupcakes is to use the essence of flavor. Now focus concentrate imagine you are holding it in your hoof, or magic depending on the pony. Now put it in the bowl, now we mix it up with the rest of the ingredients, when your done mixing put fill the tray only half full per hole we get more cupcakes with more flavor, now put it in for ten minutes, after waiting ten minutes they were sure to be ready, now take them out and let them cool." I explain to her and watch over her.

She took the two trays out of the oven and put them on the stove. After letting them cool for 30 seconds, I picked one up and started frosting it. After i was done, I started decorating them hearts stars cutie marks and even the princesses heads.

"Now I am done.", I said, "here try one.

"I watched her eyes widen and a tear drip down her cheek as she took a bite.

"This is the best cupcake I have ever tasted!", She said, "can I take these back to the farm with me?"

"Sure!", I said, "I have enough bits for cupcakes for the entire apple family.

Walking to the counter, I call, "Miss Cake, I would like to purchase the cupcakes i made today."

"There's no need for that." she said.

"But I insist, here 20 bits for the lot of them." I said.

"Okay then Phantom, see you next week." She said and hand me the cupcakes.

"See you next week, Miss Cake!" I said, neither of us saw an orange pony jump out of Apple Bloom's mane and run towards the library.

**Sweet Apple Acres,**

"Hello Granny Smith, have you seen Applejack yet?" I ask.

"No, I haven't seen her all day.", She replied, "I was thinking she went out during the night. Why? Do you know where she is?"

"Yes, she should be at the library with the others and I know she was here last night and she was here this morning, unfortunately she was just really small." I explain.

"Why was she small?" Granny Smith ask me.

"She and the others, except Twilight, ran into some poison joke. Phantom knows how to fix it, but he wants Applejack to apologize to Zecora first." Apple Bloom said.

"Yes you told us about that. Don't worry Phantom, we haven't told Applejack." Granny Smith said with a wink.

"Thank you Granny Smith. Here we brought cupcakes I made at Sugarcube Corner." I said and we bring out the bag.

"These are really good Granny, they are my new favorite cake." Apple Bloom said.

Taking a bite, Granny Smith's eyes widened and she seemed full of energy.

"These here cupcakes make me feel 20 years younger." She said.

"Ah, the essence of flavor. It has a different effect for every pony the effect. I felt was so incredible it's how I started doing jobs around here and Ponyville.", I said smiling at the memory, "well I better get started. Apple Bloom, why don't you show Granny Smith how to get the essence of flavor? Just remember only trusted ponies should be allowed to know the secret."

"Okay Phantom, come on Granny do we have what we need to make muffins?" She said walking into the house.

Chuckling I walked into the orchard, ready to start bucking.

* * *

**The library, Applejack's Pov,**

As I run back to the library, I thought about what I had just heard and seen. Cupcakes so delicious they made Apple Bloom shed a tear. Not even my best batch of muffins could do that and this poison joke is what's made everypony so strange. I'm going to have to talk to Twilight about this. Reaching the library, I was about to go under the door when it opened and a set pink hoofs stepped out.

"Hey, Pinkie Pie!", I yell just loud enough for her to hear me, "can you go back inside? I want to say something about this curse."

Nodding she turned around keeping the door open for me. Walking in I see everypony walking back into seats. I was lifted on to the bench by Twilight.

"Thank you Twilight.", I said, "now I was getting a ride back to the farm in Apple Bloom's mane."

I yelled so everyone can hear me, "I heard something, Phantom said that this curse isn't a curse, but an effect of touching poison joke."

"What on Equestria is poison joke?" Rarity ask, still trying to keep her hair out of her eyes.

"I don't know, but what I do reckon it has something to do with Zecora." I said, "I suggest we follow them tomorrow.

"Agree." Everypony said.

"Where should we stay the night?" Fluttershy ask.

"I'm not going out there looking like this!" Rarity said.

"I need to know when their on the move and i don't want to hide in Apple Bloom's mane anymore." I said.

"So it's settled.", Rainbow Dash said, "we stay the night."

Everypony nodded as I notice Twilight beam.

_'Oh right, me and Rarity f__orgot to tell the other about the sleepover we had.' _I thought and face hoof myself.

* * *

**The next day, Phantom's Pov,**

I woke up feeling pretty happy, I was heading off with Apple Bloom to help Zecora today.

"Good morning Twilight.", I said, "I need to pick up a few things, then I'm going to pick up Apple Bloom, then I'm heading off. I'll see you later tonight."

"And between you and me, nice choice to bring some poison joke home with you." She said whispering the last part.

"Thanks. Alright, see ya sis!" I call.

"Later bro!" She calls back.

I picked up the bubble bath like Zecora asked and a few herbs and some spices and a couple of packets of tea. The zebras back in the homeland loved tea and they got me enjoying it every now and then as well. Not noticing the 5 figures following me, I went off to pick up Apple Bloom. Walking up, I noticed Big Mac waving at me. Stopping for a moment, I waved back before he went on with his apple bucking. I knocked on the door and waited for Apple Bloom. The door opened and I was nearly tackled by a flying cream blur with a bow.

"Are we ready Phantom?" Apple Bloom asked me.

"Yup, now let's go, just remember to avoid the poison joke. I don't need to give you a bath today." I exclaim.

"Well I'm sure Zecora wouldn't mind." She said.

"Well maybe not, she's been wanting to test her theory and if you do it she won't have to do on herself. I still don't want to though. Who knows what will happen to you. Maybe you'll start talking all fancy like." I said.

She thought about it, before we both burst out laughing.

"That would be hilarious to see." She said

I was about to reply when I heard a noise that sounded strangely like a snicker behind us. Turning around, I saw nothing and shrugged it off. As Everfree Forest weirdness continuing on, I wondered how the others were doing with their curse. Snickering, I nearly walked into a tree. Turning the corner we ran into the dreaded poison joke. Placing Apple Bloom on my back like last time, I used my magic to move the leaves so they didn't touch us. Getting to the other side, we walk into Zecora's house.

"Well here you go Zecora, bubble bath, some herbs and spices and here some tea." I said, placing the objects on the shelf.

"Ah Phantom, you always know what I needed.", Zecora said, "Hm, one last thing to make mother's famous soup, peppermint would you please go get some?" "Sure Zecora, come on Apple Bloom, we could see what else they have while we're there." I said

"Sure." She said getting on my back.

"Hold on tight." I said and teleport back to Ponyville.

* * *

**3rd person view, the others,**

Keeping Rarity's hair out of her eyes let them cross the field of poison joke without touching any. As they reached Zecora's hut, they looked in the window to see her pouring spice into her cauldron then she started chanting a song in a different language. Leaning forward, she tasted the soup.

"Perfect nearly ready. now I wonder where Phantom and young Apple Bloom are?" She said.

"She must be planning to eat them." Rarity said gasping.

"Not if I can help it." Rainbow Dash said, flying upside down.

She crashed into the door and started flying all over the place. Zecora looked on in horror as Rainbow Dash destroyed her house. She felt a tiny lasso grab her before seeing a tiny Applejack grab it.

"What have you done to Phantom and Apple Bloom?" She ask, still wrestling the ear.

Unfortunately, due to Rainbow Dash destroying everything, Zecora didn't hear the question, only the others bursting into the room ponies.

"What?!" started Zecora before getting cut off by Rainbow Dash knocking over the cauldron.

"No you know not what you do you have done and spoiled my precious brew." Zecora said surprise.

"We're onto you Zecora! Now where is Phantom and Apple Bloom?" Applejack said from Zecora's head.

"How dare you you destroy my home, you destroy my work and you accuse me of being a jerk." Zecora said angrily.

"You did this to us and now you're gonna undo it." shouts Rainbow Dash.

"It is unwise to follow down this road, your actions will make my anger explode." Zecora warn her.

"Where is Phantom and Apple Bloom?!" Rainbow Dash asks pushing her head against Zecora's.

"Zecora! We got what you needed, your mother would...be..." Phantom's voice trailed off as he and Apple Bloom looked at the destroyed house.

"What have you done?!" He shouted at the others.

"Saving you from her spells." They answer confused.

"How dare you accuse Zecora of hypnotizing me! I know she would do no such thing!" He yelled.

"But she's an enchantress." They said.

"No she's not!", He yelled again, "all zebra's have a natural understanding off the supernatural and the weird and Zecora has been my friend since fillyhood!"

Looking down at the cauldron, his eyes widened.

"And you knocked over her mother's soup!" He shouted again his eyes turning green.

"But..." they tried to say.

"No buts!", yelled Phantom, "I want you to apologize to Zecora and clean up her house right now or I will not help her create her antidote for poison joke!"

As their eyes widened, they hurried about cleaning up everything until it was exactly the way it was supposed to be.

"That's better.", Phantom said, "now to get rid of the effects of poison joke, take a bubble bath. Now I want you to leave me and Zecora alone for the next 2 weeks or else the poison joke comes back!"

Teleporting each of them home he dropped them off and went back to Zecora's.

* * *

**Two weeks later, Phantom's pov,**

I was visiting Zecora discussing things over a cup of tea, Twilight was with us well and she and Zecora got along just fine. Then we heard a knock. Opening the door, we saw all of my friends carrying a new cauldron.

"We wanted to say sorry for jumping to conclusions." Applejack said back to her full size.

"We wanted to do something to make it up to you. Pinkie wanted to throw a party, but we didn't think you would want a party with only us, Phantom and his sister there, so we got you this new cauldron." Rarity said her fur coat and mane back to normal.

"And I accept your apology." Zecora said smiling. As they looked over at me they saw me smiling warmly at them for the first time in two weeks, before being tackled by all of them, Rarity included as we lay there I thought, I could never stay mad at you no matter how much i might want to."

"Good thing I got a note ready for Celestia." Twilight said.

"Well then, let's hear it." I ask.

_Dear Princess Celestia, _

_My friends all learned an important lesson this week: Never judge a book by its cover. Someone may look unusual, or funny, or scary. But you have to look past that and learn who they are inside. Real friends don't care what your "cover" is; it's the "contents" of a pony that count. And a good friend, like a good book, is something that will last forever. And turn out this friend happen to be an old friend of my brother. _

_Your faithful student, __Twilight Sparkle._

I smile, They note was a good lesson.

"Wait, a minute." Rarity said, "when me and and Applejack slept over at Twilight's and Phantom's a few weeks ago, she told me that he didn't have any friends."

"That was my mistake." Twilight said, "I forgot that Phantom has explore Equestria then me and he made one friend."

"It was so long ago, I didn't realizes that I was talking to Zecora when I saw her." I said.

"How did you two met?" Pinkie ask.

I frown at that.

"When I ran from Canterlot, after doing something horrible to my sister." I said sadly.

They other were surprise at that and Twilight hug me. She too remember what happen.

"Why? I mean f you what too." Fluttershy ask her voice back to normal.

"It a story for another time." I said not wanting to talk about it now.

Ok, we are still sorry for how we treated your friend." Applejack said.

"And I already forgive you. Zecora's home treated me the same way until I told them that I can see and talk to ghosts." I said.

"Really?", Rarity ask, "They treated you differently because you were a pony?"

"Yeah. But let not talk about it. I just what to spend time with my old and new friends." I said and we all hug.

One day, I will explain it to them but for now. It was the time to be together.

* * *

**Yes, it's me ETRIGAN THE DEMON. I would once again like to say that the poll for Phantom's pet is on my profile, you have all had great ideas but only a few made it on there, so please head over and vote, but choose wisely the one you want might not be the one you get. Also I think there's a poll on Phantom Fan 21's profile for pairings, so go check that out. Thank you for reading. I'll see you next chapter.**

This is Phantom Fan 21, what Etrigan said is true, there the poll up on his homepage for the Pets and poll for the pairings on mine. So please cast you vote for that one too. I already know how many votes there are, so you got to put them on it. I place my own vote as well. Plus I give a hint to a filler chapter that I might start one day. Please review.


	10. swarm of the century

**What's up? It's Etrigan the Demon doing another chapter. I'm sorry for not posting in a while, but I've had things going on getting in the way recap the poll for Phantom's animal is on my profile. So please vote, get your friends to vote, every vote is appreciated. Also the poll for the pairing is on Phantom Fan 21's profile. So go check that out and read his stories. If you like this kind of thing, on with the chapter. Enjoy!**

* * *

**Episode 10 Swarm of the Century**

**Fluttershy's pov,**

Humming, I walked through the fields picking up flowers for Princess Celestia. Feeling a tug on my tail, I turned around to see one of my squirrel friends with a dandelion.

"Thank you little squirrel.", I said, "but remember these flowers are for Princess Celestia. Only the prettiest ones will do."

Smiling, I watched him dash off to find another flower. Walking to the basket of apples that Applejack gave me, I started thinking about Phantom and how nice he is.

I was broken out of my thoughts by a shrill cry coming from a rock near me. Yelping, I hid behind the apples before looking out to see the most adorable creature I have ever seen. It was a blue sphere with four legs and dragonfly wings.

"Well, hello little guy." I said walking closer, "I've never seen anything like you before."

I watched it fly over to the apple that fell out of the basket, I said, "Oh, are you hungry?"

Smiling, I crush the apple and move the remains towards the creature.

"Here you go." I said before watching it eat the whole basket of apples.

Gasping, I say, "I guess you were hungry.

Smiling, I watched as it snuggled itself into my mane.

"Your the cutest thing ever. I can't wait to show you to my friends." I said walking off to Ponyville.

* * *

**The Library 3rd person pov,**

"Oh hurry up Spike! This place isn't going to clean itself." Twilight said.

"It also didn't mess itself up.", Spike added, "and where is Phantom? Shouldn't he be here helping us?"

"Well, Phantom has always been lax about this kind of thing, but your right.", Twilight replied while dusting, "anyway, Princess Celestia will be here tomorrow."

"But I thought this was just an unofficial casual visit." questioned Spike.

"There's nothing casual about a visit from royalty!", Twilight cried out, "I want this place to be spotless and you've barely made a dent in the clutter."

"Maybe you should start reading them one at a time." grunted Spike before falling off the ladder.

"You know, this would be an awful lot easier if there weren't two of us here getting under each others feet." Spike exclaimed, pushing books off him.

"Great idea.", Twilight said, giving him the duster, "you clean and I'll go see how everyone else's preparations are coming."

"But maybe I should..." began Spike before getting cut off by the door being shut.

**The park**

Walking along the path, Twilight smiled at all the beautiful decorations everypony else had put up walking across the bridge she stopped to look at the banner before seeing something wrong.

"What happened to the rest of her name?" she asked the ponies who made it.

"We couldn't fit it all in." said one of them.

"You can't hang a banner that says welcome princess celest.", Twilight said, "take it down and try again."

Walking off, she stopped to look at some flowers.

"_Those_ look perfect. Keep up the good work." She said to the pony watering them before heading off to Sugarcube Corner.

* * *

**Sugarcube Corner Twilight's pov,**

"Hello Mr. and Mrs. Cake.", I said looking through the door, "how's the banquet coming?"

"Uh it would be coming a little better if..." Mrs cake said before trailing off.

Looking at the table, I caught Pinkie Pie eating one of the cakes that hasn't had a bite taken out of yet.

"_Pinkie!_ What are you doing?!", I ask shocked that she would do such a thing, "those sweets are supposed to be for the princess!"

"I know.", Pinkie said, "that's why I'm tasting them some pony needs to test that everything is tasty enough to touch the royal tongue."

Dashing out from behind the table she continues, "and I, Pinkie Pie, declare these treats fit for a _king_ or a _queen_ or a _princess_."

I manage to stop her before she takes a bite out of another cake.

* * *

**3rd person pov,**

"Twilight, Pinkie, you won't believe...", Fluttershy calls out before stopping, "Oh! I'm sorry. Am I interrupting?"

"No, not at all come on in and make yourself at home." Pinkie said before eating the cake while Twilight's back was turned, "what's going on Fluttershy?"

"You won't believe what I found at the edge of the Everfree Forest.", Fluttershy said before turning to her mane, "come on out little guy it's okay."

And out of her mane came not one, but three of the cutest things ever.

"Three?" Fluttershy gasp.

"Wow, Fluttershy they're _amazing._ What are they?" Twilight ask.

"I'm not sure, but I'm also not sure where these other two came from." Fluttershy answers.

"I'll take one of your hoofs.", Twilight said, "I've never seen anything so _adorable!_"

Seeing Fluttershy's look, she continues, "besides it will be nice for Spike to have a companion so he won't bother me so much when I'm studying."

"Pinkie do you want the other one?" Fluttershy ask her.

"Blech, a _parasprite?_ Are you kidding?", Pinkie ask before walking to the door.

"Now I've gotta go find a trombone." She said at the door.

"A what?" questions Twilight.

"A trombone, you know..." Pinkie replies, imitating playing a trombone before bouncing out the door.

"Typical Pinkie." Twilight sigh, before smiling at her new companion.

* * *

**Rarity's dress shop, Phantom's pov,**

Biting my lip, I struggled not to laugh at the outfit Rainbow Dash was wearing.

"Stand still Rainbow Dash." Rarity said her mouth full of pins.

"I can't.", replied Rainbow Dash, "I need to fly! This is way too boring for me."

"Do you want to look nice for Princess Celestia or not?" Rarity ask dropping the pins.

Looking at Rainbow Dash's expression mixed with her outfit was almost enough to break down the dam.

"Wow!", said a familiar voice, "these outfit's look gorgeous!"

"Hey Twilight!" I said.

"Oh Phantom! There you are. What are you doing at Rarity's?" She asks me.

"The ghost who made the cloaks dropped by to say hello. So I brought her to say hello to Rarity. As a thanks she wanted to make a suit. Pretty snazzy don't you think?" I said turning to show of my tuxedo.

"It's very nice." She said before turning back to Rarity.

"Thank you, Twilight. Nice to know somepony appreciates my talents." Rarity said.

"I find that a little insulting." I said, walking beside Twilight.

"Well, you too Phantom." She says sheepishly.

"Sooooo boring!" Rainbow Dash said, pulling her hoofs down. Facebiting my lip again, I heard a shrill cry coming from Twilight's mane.

"What's that noise Twilight?" Rainbow Dash ask from over head, when out came three beings I never wanted to see.

"Wow! What are they?" Rainbow Dash ask, putting her hoofs together.

"The better question is where did they come from? I only had one a minute ago." answered Twilight.

"I'll take one." Rainbow Dash said.

"Oh, me too!", Rarity siad, "they're perfect!"

"Does any pony know where to find an accordion?" ask a familiar voice, "Girls? Hello? This is important?"

"Gah! Thanks a lot!" Pinkie Pie said, before running off.

Snapping out of my shock, I call, "Hey Pinkie wait up! I know where we can get some instruments."

"Oh goodie! Let's go!" She said before we ran off to get everything we need.

* * *

**That night the library, Twilight's pov,**

Looking down from upstairs, I smiled as the library sparkled.

"Oh the decorations, the banquet, I really hope everything comes together in time for tomorrow." I said.

Looking over at Spike bed, I spot him and the parasprite, I think Pinkie called it, fast asleep.

"What's there to worry about." I thought, yawning.

I turn off the lights and got into bed. My final thought before drifting into blissful sleep was, _'I wonder where Phantom is?'_

* * *

**Morning, 3rd person pov,**

In the morning, the library was filled with the cute little snores of the parasprites. Waking up, Twilight saw she was surrounded by them.

"Spike!," she called before falling off the bed, "wake up!"

"What happened? huh? Ahhh!" yelled Spike before pulling two paraprites off his eyes.

"Where did they come from?" Twilight ask worried.

"I don't know.", Spike answer, "the little guy got hungry during the night so I gave him a snack, but I have no idead where these others came from."

Hearing a thud, they turned to see them pulling books off the shelves.

"Oh no!", Spike yell, "they're messing up all my hard work!"

"The princess will be here in a few hours!", Twilight yelled grabbing her duster, "Spike help me round these little guys!"

"What does it look like I'm doing?!" grunted Spike before the pile of parasprite's fell on him.

Rushing over, she brushed the parasprite's off him.

"I know, I know, stop fooling around." he sighed at the look she gave him.

* * *

**Rainbow Dash's house**

Rainbow Dash was sleeping peacefully on her bed before waking up to the cry of her new pet, before seeing another and another until she was surrounded. She tried shooing them off her, but that didn't work flying into the corner. She tried to shoo them off again, but they landed on her front hoofs.

"Get off me!" She said shaking them wildly.

Panting, she couldn't stop them landing on her head. Shooing them off there, they landed on her underside. Shaking them off, they landed on her face too make a parasprite beard. Seeing she couldn't shake them off her face, she screamed and flew to Ponyville.

* * *

**Rarity's dress shop, Rarity's pov,**

"Not only are you adorable, your also quite useful." I said scratching one of them under the chin.

"Oh are you okay?" I ask seeing it choking before I hacked up something in my face.

"Eeewww!" I gasp removing it, before seeing it turn into another of these creatures.

"Aahh! Gross! Gross! Gross!", I yell, "no creature that behaves so revoltingly is allowed in my boutique!"

Turning, I saw one making another one. Squealing, I put them all into my backpack and went to dispose of them. Walking out, I saw Pinkie Pie bouncing towards me.

"Look Rarity, Applejack loaned me a harmonica.", She said, "isn't that great?"

"And not a moment to soon.", Ahe gasped looking at my back pack, "hey Phantom did you find anything?"

"Yeah I found a tuba." He called walking up.

"Oh no." He said also looking at my backpack.

"We're gonna need more instruments." He said, looking at the harmonica.

"Pinkie, Phantom, I'm a little busy right now." I say wondering what they're doing.

"And we're not. Do you know how many more instruments we've got to find? A lot! That's how many, now if you help us and split it between the three of us, we just might make it in time." Pinkie said.

"Please, Pinkie, Phantom, I don't have time for some silly scavenger hunt. I've got a real problem." I said, pushing them aside.

"You've got a real problem alright and a banjo is the only answer!" Pinkie said, before running off.

"I'll find a guitar!" Phantom said, heading in the opposite direction.

Looking after them, my mind was in a blunder. I could understand Pinkie doing something like this, but Phantom? Shaking my head I continued walking along until I came across Twilight seeing her bag move.

I stated, "I see we're having the same problem."

"Ditto." says a voice we all know before seeing Rainbow Dash with the creatures on her face.

Shaking them off, we saw her dash off again.

"Fluttershy knows everything about animals.", Twilight said, "I'm sure she can tell us how to stop them from multiplying."

Nodding my head, we headed off for Fluttershy's cottage.

* * *

**Fluttershy's house, 3rd person pov,**

Twilight hadn't even knocked when the door burst open and a swarm of parasprite's flew out.

"...or not." She said worriedly.

"Do something Fluttershy! Can't you control them?" Twilight ask nervously.

"I've tried everything I know. I've tried begging and pleading and beseeching and asking politely..." Fluttershy said hurriedly.

Gasping, Twilight had a thought. Princess Celestia arriving in Ponyville only to be kidnapped by the parasprites.

"If we can't get them under control by the time the princess arrives it will be a total disaster!" She said.

"Ew!", squealed Rarity seeing them create another one, "if you ask me it's already a total disaster."

"Here's all those apples you wanted Fluttershy." Applejack said, walking up with a cart, "but I still can't figure out why you want so many... Hey!" She said seeing the parasprite's devour the entire cart of apples.

"What do we do?" Fluttershy ask.

"I've got it!", Twilight said, "no pony can herd like Applejack!"

"Yeah we can herd them back into the forest!" Rainbow Dash said.

Sighing, Applejack said, "I'll rassle em up, but I'll need every ponies help to do it. Twilight, you and rarity go wait over there. I'll herd the little critters straight at you. Rainbow Dash, you and Fluttershy stay on top of them. Don't let any of them fly away."

"Aye! Aye!" Rainbow Dash said, before heading up.

"Yee Haw!" Applejack yell, before herding a bunch of them and pretty soon they had a giant ball of parasprites.

"Alright y'all, here go nothing." Applejack said and they start rolling the ball to the Everfree Forest.

"Keep a lead on them Rainbow Dash!" Applejack called, seeing one fly from the top, "hold up girls! We're almost there."

"Pinkie! Phantom!" Twilight shouted, seeing them run next to her.

"Twilight! we don't have much time." Pinkie said.

"You're telling me! The princess could arrive at any moment!" Twilight responds.

"Exactly!", Pinkie said, "that's why I need you and the girls to drop what your doing and help me find some maracas."

"Or if that's too hard, you could help me find a keyboard." Phantom added.

"Maracas? A keyboard? Pinkie! Phantom! We've got much bigger problems than missing maracas or a missing keyboard." Twilight said nearly shouteding at them.

"Your right!", Pinkie said, maybe some bongos have to be our number one goal!

Follow me!" She said, before running off.

"I'm going to go find a trumpet!" Phantom said, running in the opposite direction, missing Pinkie running backwards.

"I said follow me!" She said.

"Pinkie, you are so random!" Rainbow Dash said.

"And you are all so stubborn!" Pinkie yells running off again while Phantom just shook his head.

"Forget her ladies, focus.", Applejack said, "head em up and move em out."

"Alright!" Rainbow Dash yell, as the ball rolls into the Forest.

"Ouch." Fluttershy said, after receiving a low hoof.

"We did it! Nice work, Applejack!" Twilight said.

"Thanks, I couldn't have done it without y'all." Replies Applejack.

"Now let's get back and clean up the mess they made before the princess arrives." Twilight said, heading back to Ponyville.

"Alright, everyone knows what to do? Right, we've got to work extra hard to make up for lost time." She said as they reached Fluttershy's Cottage.

However, opening the door lead to another giant swarm of parasprite's.

"Where did they come from?" Twilight ask surprise.

"Well, I may have kept just one." Fluttershy said sheepishly have her friends look at her.

"I couldn't help myself, they're just so cute!" She says nervously at the others glares.

"We don't have time to keep rounding up these things!", Twilight yell, "what do we do now?"

"We call in the weather patrol." exclaims Rainbow Dash wearing a pair of goggles.

"Time to take out the adorable trash." She said, before letting out a war cry flying round the others caused a tornado which she then used to suck up all the parasprite's.

"Way to go Rainbow Dash!" Twilight exclaims.

"Looks like all our problems are solved!" agreed Applejack before hearing a clanging and a pair of voices.

"They have been cursing all day! They will be with these cymbals!" Pinkie Pie said.

"I got a flute." Phantom said triumphantly before the both lost their hold on them.

"Hey give us those back!" They yell, seeing them get sucked into the tornado.

"I can't hold it! She's breaking up!" Rainbow Dash yells before being shot into a tree.

Watching the parasprite's fly into Ponyville, they turn their glares on Pinkie Pie and Phantom.

"Pinkie! Phantom! What have you done?" Twilight yell at them.

"We've lost a brand new pair of cymbals and a flute, that's what we've done." exclaims Pinkie Pie.

"Will you forget your silly instruments for once!" Twilight yell again.

"No time, come on Pinkie. We have a lot more things to do." Phantom said, before running off, levitating Pinkie behind him.

"Okay that's something I would expect from Pinkie, but from Phantom? That's strange." Applejack said.

"We'll figure it out later.", Twilight said, "come on we have to save Ponyville."

* * *

**Ponyville,**

Drifting into Ponyvillle were dozens of parasprite's. It was a magnificent sight until they started eating everything and watching it all were they ponies who started it, plus one.

"What do we do? They're eating all the food in town." Fluttershy said worriedly.

"My apples!" cried Applejack, before running off.

"We've got to do something.", Twilight said, "I've got it! I'll cast a spell to make them stop eating all the food."

Casting the spell, every parasprite in town stopped dead in their tracks.

"Look tambourines! If you would all just... grrr!" shouted Pinkie, before running off.

Phantom sighed as he followed pinkie carrying some drums.

Twilight held her breath as she watched a parasprite sniff an apple only to turn it's nose up at it.

"Phew." She said, before it ate the basket.

Now things were chaos. Watching the parasprite's devour Ponyville.

"Hey it worked.", Rainbow Dash said, sarcastically, "their not eating the food anymore."

"Oh no! If they get inside my store... _every pony for herself!_" Rarity yell, before zooming off to her boutique.

What she saw was awful.

"My outfits!" she screamed.

She was about to try and stop them when they started multiplying. Squealing, she leap upon a chair.

"I'll save you!" Pinkie Pie said from the entrance.

Grabbing the kazoo that was on the counter, Pinkie rushed back outside, ignoring that Rarity started screaming again.

* * *

**At Sweetie Apple Acres,**

"No little creature is gonna eat the apple families crop!" declared Applejack before seeing the parasprite's.

"Come down the road. Brace yourselves y'all, here they come!" She said grabbing some bug spray.

She was about to start spraying when they went past the orchard and ate the barn.

"Didn't see that one coming." She said, her jaw dropping.

* * *

**The Library,**

"Help!" called Spike hiding under a basket.

"they're eating the words!" gasped Twilight.

Grabbing one by the wing she went to the one place somepony might know how to stop them.

Zecora was peacefully meditating balancing on a bamboo stick before the door busted open causing her to fall on her head.

"Have you gone mad?" She said to Twilight.

"Zecora! These little guys are devouring Ponyville and the princess is on her way! Can you help us please?" Twilight said, with a pleading tone.

"Oh, monster of so little size! Is that a parasprite before my eyes?" Zecora ask as she saw it.

"I don't know is it!" yelled Twilight!

"Tales of crops and fields consumed. If these creatures are in Ponyville, your doomed." Zecora said.

Running back to Ponyville, Twilight gulped as she saw Princess Celestia on her way. Seeing everypony screaming and the town in utter chaos, something snapped within Twilight's mind.

"Okay here's the plan, Rainbow Dash you distract them." She began.

"Good.", She said, seeing Rainbow Dash fly past screaming, "everyone else, we need to build an exact replica of Ponyville right over there."

Seeing everything being destroyed, she sighed.

"Zecora's right, we're doomed." She finished before hearing some strange music.

Rubbing her eyes, she saw Pinkie and Phantom walking through town playing all their instruments in a catchy tune.

"Pinkie! Phantom!" Twilight said.

"We're in the middle of a crisis here! There's no time for your nonsense!" she said before seeing the parasprite's stop eating everything and follow them both.

Shrugging, she and the others followed them as they led the parasprite's back into the Everfree Forest.

"Look!" she called pointing to Princess Celestia's carriage.

Running ahead, they bowed as she got out of her chariot.

"Twilight Sparkle, my prize pupil." She said.

"Hello Princess." replied Twilight nervously.

"So nice to see you again and your friends." began Princess Celestia before Phantom and Pinkie passed them still playing their instruments.

"What is this?" Princess Celestia ask, as a parasprite landed on her wing.

"Oh! These creatures are adorable." She said watching it head back to the others.

"Their not that adorable." mutters Rainbow Dash.

"I'm honoured that you and the citizen's of Ponyville arranged a parade in honor of my visit.", Princess Celestia said, "unfortunately, that visit is going to have to wait for another time. I'm afraid an emergency has come up in Fillydelphia. Apparently there's been some sort of infestation."

"An infestation?" Twilight ask nervously.

"Yes.", Princess Celestia said, "a swarm of incredibly bothersome creatures has invaded the poor town. I'm sorry Twilight, to put you through so much trouble."

"Trouble? What trouble?" Twilight ask with a shrug.

"Before I go, would you like to give me your latest report on the magic of friendship, in person?" Celestia ask.

"My report?" questions Twilight, looking over at Phantom and Pinkie.

"Haven't you learnt anything?" Celestia ask.

"Yes I have, I have learned that the solution to your problems can come from where you least expect it. You sometimes need to stop and listen to your friends even when they don't always seem to make sense." She said.

"I'm so proud of you Twilight Sparkle and I'm very impressed with your friends as well. It sounds like you're all learning so much from each other.", Princess Celestia said with a smile, "by the way, Luna says hello.

"Thank you princess." Twilight said with a bow as Celestia left.

Phantom and Pinkie finally stopped.

"Hey girls!", Phantom said panting, "what happened to the princess?"

"Emergency in Fillydelphia.", answers Twilight, "also Luna says hi.

"Thanks Twilight." Phantom said.

"Some sort of infestation." Rainbow Dash said.

"Do we need to go over there as well?" Pinkie ask.

"I think the princess can handle it.", Twilight said, "so you two knew what those critters where didn't you?"

"Well, duh!", Phantom said, "that's why we were gathering instruments."

"Yup and I couldn't have done all without Phantom." Pinkie said, before giving him a kiss on the cheek.

"We know and we're sorry.", Twilight said, followed by the others, "thanks. You two your both great friends."

Right back at you." Phantom said with a slight blush.

"You two saved my reputation with princess celestia and more importantly, you saved Ponyville.", Twilight said. "...or not."

She sighs seeing the remains.

"Well, we better get started.", Phantom said before seeing Pinkie blow a trombone, "Pinkie, you are so random."

* * *

**Well, that's the chapter. Thank you for reading, next one will be out soon. The poll for Phantom's pet is on my profile and the poll for pairings is on Phantom Fan 21's profile. Big thanks to him for helping me and that's it. ETRIGAN THE DEMON OUT!**

This is Phantom Fan 21, Pinkie is going to be added to the Pairing polls and the people that voted for RainbowXPhantom needs to put their votes in. Winter Warp Up is next then Call of the Cutie which will have a new character added. After that, we are moving to my Filler chapter that explains how Phantom got his second Cutie Mark and how he met Zecora. Please review.


	11. winter wrap up

**Hello everybody it's me ETRIGAN THE DEMON, if Phantom Fan 21 hasn't told you already, the poll for Phantom's pet is now on my profile so the suggestions must stop coming and the readers must start voting. I have taken the most interesting choices and put them with my own into a vote, so far the vote's are 1 wolf cub and 1 timber wolf cub if no one else likes these choices go to my profile and cast your votes, now on with the chapter.**

* * *

**Chapter 11 Winter Wrap Up **

**Phantom's pov**

I don't know what time it was and I didn't care, but I was woken up by my sister getting all excited over today. Granted, it was her first Winter Wrap Up day, but still I like to sleep in.

"Calm down Twilight.", I said, "I know your excited, but can't it wait a little longer?"

"No chance, Phantom.", she said, dragging me out of bed, "We need to get ready to help!"

"Fine." I grumbled putting on my cloak.

Heading outside, I practiced both my forms of magic by building snowmen before getting ready to help. I had read up upon Winter Wrap Up and I discovered that not all towns use magic to change the season like we were used to. Ponyville was one such town and we were prepared to help without magic. Heading inside, I saw my sister struggling to put on a winter saddle. Sighing, I grabbed her cloak from the closet and placed it over her.

"Thanks Phantom." She said before getting out a checklist.

"Let's see cloak, check, boots, check, Spike refusing to get up and going back to sleep, check, it's a good thing I'm so organized." She said.

"My favorite part is the fact you actually have a check box for Spike not getting up." I chuckled.

"Yep," She said, "Well, come on Phantom let's get ready to help."

Running out the door sighing, I followed her shutting the door behind me before looking at the sky and face faulting it was still dark. No wonder I wanted to get back to sleep. Conjuring up a couch, I went to sleep outside, so that I would wake up in time to help everypony else.

* * *

**Three hours later Twilight's Pov,**

Running towards the town square, I saw some different colored vests. Those must be the team vests that Rarity designed. Blue for the weather team, Green for the plant team and Brown for the animal team. I wonder which team vest I'll be wearing. Looking around, I saw my brother chatting with Applejack.

"Hey Phantom!" I called.

"About time you got here.", he said, "what took you so long?"

"I want to go back to bed." Spike said.

"Oh, quit your whining. You do this every Winter Wrap Up." Phantom said, rolling his eyes.

Looking at him, I finally noticed he was wearing a green vest.

"So Phantom.", I said, "you're on the plant team."

"Eeyup." he said with a grin.

"You've been spending to much time around Big Mac." Applejack said with a grin.

Phantom blushed as he realized what he just said.

"Look it's starting." I said.

"Thank you everypony for being here bright and early. We need everyponies help to wrap up winter and to bring in spring!" said the Mayor.

Everypony including me cheered.

"Now all of you have your vests and have been assigned to your teams." she continued.

"So let's do even better than last year and have the quickest winter wrap up ever!" she finished with a smile. Cheering again I thought, _'This is so exciting.'_

"Alright everypony, find your team leader and let's get galloping." said the mayor.

Everypony cheered before heading off to their respective teams. Green went to Applejack, Blue went to Rainbow Dash and Brown went to Fluttershy.

"Where should I go? What does everypony do?" I said worried.

**(clears throat this is a song part of the episode I don't want to do it but hey that's what I said we were going to do)**

**_Three months of winter coolness and awesome holidays._**

**_We kept ours hoofsies warm at home and took time off to play._**

**_But the food we've stored is running out and we can't grow in this cold._**

**_And even though I love my boots, this fashions getting old._**

**_The time has come to welcome spring and all things warm and dream,_**

**_it's also time to say goodbye, it's winter we must clean._**

**_How can I help, but do you see, what does everypony do?_**

**_How do I fit in without magic, I haven't got a clue._**

**_Winter Wrap Up!_**

**_Winter Wrap Up!_**

**_Let's finish our holiday cheer!_**

**_Winter Wrap Up!_**

**_Winter Wrap Up!_**

**_Because tomorrows spring is here!_**

**_Because tomorrows spring is here!_**

**_Bringing home the southern birds a Pegasus job begins,_**

**_and clearing all the gloomy skies to let the sunshine in._**

**_We move the clouds and we move the white snow,_**

**_when the sun comes and the beauty will glow!_**

**_Winter Wrap Up!_**

**_Winter Wrap Up!_**

**_Let's finish our holiday cheer!_**

**_Winter Wrap Up!_**

**_Winter Wrap Up!_**

**_Because tomorrows spring is here!_**

**_Winter Wrap Up!_**

**_Because tomorrows spring is here!_**

**_Because tomorrows spring is here!_**

**_Little critters hibernate under the snow and ice,_**

**_we wake up all the sleepy heads all quietly and nice._**

**_Help them gather up there food,_**

**_fix their homes voila,_**

**_and we welcome back the southern birds,_**

**_so their families can grow!_**

**_Winter Wrap Up!_**

**_Winter Wrap Up!_**

**_Let's finish our holiday cheer!_**

**_Winter Wrap Up!_**

**_Winter Wrap Up!_**

**_Because tomorrows spring is here!_**

**_Winter Wrap Up!_**

**_Winter Wrap Up!_**

**_Because tomorrows spring is here!_**

**_Because tomorrows spring is here!_**

**_It's no easy task to clear the ground and plant our tiny seeds,_**

**_with proper care and sunshine,_**

**_everyone it needs._**

**_Apples, carrots, celery stalks, colorful flowers too._**

**_We must work so very hard it's just so much to do!_**

**_Winter Wrap Up._**

**_Winter Wrap Up._**

**_Let's finish our holiday cheer._**

**_Winter Wrap Up._**

**_Winter Wrap Up._**

**_Because tomorrows spring is here._**

**_Winter Wrap Up!_**

**_Winter Wrap Up!_**

**_Because tomorrows spring is here!_**

**_Because tomorrows spring is here!_**

**_Now that I know what they all do I have to find my place,_**

**_and help with all of my heart tough task ahead I face._**

**_How will I do without my magic and help the earth pony way?_**

**_I want to belong so I must do my best today,_**

**_do my best today!_**

**_Winter Wrap Up!_**

**_Winter Wrap Up!_**

**_let's finish our holiday cheer!_**

**_Winter Wrap Up!_**

**_Winter Wrap Up!_**

**_Because tomorrows spring is here!_**

**_Winter Wrap Up!_**

**_Winter Wrap Up!_**

**_Because tomorrows spring is here,_**

**_Because tomorrows spring is here,_**

**_because tomorrows spring is heeeeeeeeeeeeeeeeeeeeeeeeeeeere!_**

**(and that is the end. If the song portion of this chapter on with the non singing part)**

* * *

**3rd person pov**

"Everypony belongs to a team, what should I do? Where should I go?" Twilight wonder out loud.

"Alright team, your cleared for take off!" shouts Rainbow Dash.

"Hey Rainbow Dash." Twilight said walking up to her.

"Oh, hey Twilight." Rainbow Dash replied.

"What are you doing?" Twilight ask.

"Just sending off one of my flight crews to retrieve the birds that have flown south for the winter." was the replied from Rainbow Dash

"Oh! How about I help clear out the clouds?" Twilight ask.

"Um," Rainbow Dash said, before flapping her wings.

"Right." Twilight said sheeplishly, "No wings."

"Sorry Twilight." Rainbow Dash said, before taking off.

"Great.", Twilight said as she watched them fly off, "now what do we do?"

"I don't know about you, but I'm going to be napping." Spike said, getting comfortable in a bush.

"Not now, Spike." she said. "this is serious business winter needs to be wrapped up and I'm determined to do my part, somehow."

Then she thought, _'Phantom! He could help me.'_

Running off, she searched for Phantom. Seeing him watch a line for seeds grow along without him doing anything.

Gasping she said, "Phantom, shame on you! We are not supposed to use magic!"

"Oh hey Twilight.", he said before nodding to the end of the line, "I'm not using magic. A friend of mine heard that some seeds needed to be planted and he just couldn't resist helping. I asked Applejack and she said it was okay."

"Oh!", Twilight said, "well what's his name?"

"His name is Undergrowth, he is connected to every plant in Equestria. He views every plant as his children and as long as we don't do anything to harm his children, he won't bother us. He especially likes the Apple Family, thanks Undergrowth." he said before using his magic to make him visible.

"No, thank you Phantom." said an earth pony that seemed to be made of plants and vines.

"Nice to meet you Undergrowth." Twilight said.

"Greetings, young unicorn Phantom, who is this pony?" Undergrowth ask

"This is my sister Twilight, Undergrowth." Phantom replied.

"A pleasure to meet you Twilight. Now I must go, lot's of other places to visit to make sure my children thrive." Undergrowth said before going underground.

"Goodbye Undergrowth." Phantom said.

"Anyway.", Twilight said, "can I help you in anyway?"

"Let me ask, Hey Applejack!" Phantom called.

"Yeah Phantom? Wow! Undergrowth surely did a nice job!" Applejack said, looking at the rows for seeds.

"Well when it comes to nature, he wants to help.", Phantom replied, "anyway, my sister wanted to know if she could help in any way."

"Well I suppose she could help you plant the seeds.", Applejack replied, giving Twilight a bag of seeds, "good luck you two."

"Alright Twilight, you work from the left. I'll work from the right and we can meet in the middle." Phantom explained taking three seeds from his bag and putting them in the ground before covering them with dirt.

"Alright Phantom." Twilight seed as she moved to begin.

* * *

**30 minutes later Twilight's pov,**

"Well that's it." Phantom said, dusting his hoofs.

"We're done, is there anything else?" I asked.

"Not here, why don't you ask Rarity? She might have something, besides I heard their building bird nests." He told me.

"Thanks Phantom!" I called walking off.

"No problem!" he called back.

"There done!"Rarity said as I got close.

"Hey Rarity!" I said

"Oh, hello Twilight!" She replies.

"Is there anything you have that I can help with?" I ask.

"Well, how would you like to help create Ponyville's finest birds nests?", She asks, "you see when the weather team brings back the birds, they'll need a place to live, so we make birds nests for them and their eggs."

"Wow Rarity, that's amazing and the one you just made, is really beautiful." I said.

"Why, thank you sincerely.", She replies, "would you like to try your hoof at a nest?"

"Oh yes, I would love to!" I said.

"Well alright, here are the materials. Now all you have to do is..." Rarity said as I try to follow what she said.

"There.", I said, before looking at it sighing as I saw it was nothing like Rarity's.

"That nest needs to be condemned." Spike said.

"Maybe birds nests aren't your thing.", Rarity said, "why don't you go see Pinkie down by the pond. Maybe she could use you, unlikely I know, but it doesn't hurt to see.

"Alright Rarity." I say sadly.

**The Pond,**

"Hello Twilight!", Pinkie Pie yells as she skates around, "Weeeeeeeeee!"

"Wow Pinkie, you're quite the skater.", I said impressed, "probably the best skater I've ever seen."

"Then you haven't seen your brother!" She yells back at me.

"What do you mean?" I ask.

"She means that, she thinks I'm a better skater than her." says a familiar figure as he skates on his front hooves.

"See what I mean?" Pinkie said, skating off the ice to talk to me,"anyway, thank you for earlier, I've been doing this since I was an itty bitty little little twinky Pinkie."

"It's an interesting story." Phantom says as he skates upside down, "it just comes naturally to her, that's why they name her the designated lake scourer."

"I cut lines with my skates that way when the weather team comes to break the ice it'll be as easy as pie." finishes Pinkie.

"But until then.", Phantom said, skating backwards, "we get to have fun on the ice."

"Oh, I see!" I said, "when the heat melts the ice, it breaks along the lines. Pretty clever, but there are so many lakes in Ponyville."

"Tell me about it. Put on those skates and try it. You can help us!" Pinkie said.

"Us?" I ask.

"Yep.", She said, "your brother volunteered to help me this winter wrap up."

When he heard that, "I do this on my own back in Canterlot. I used to skate in the fountains in winter." Phantom explained as he did a cartwheel cutting along the ice like a saw blade.

"Um, I think I'll go find something else to do." I said.

"Suit yourself." Phantom said as he took off one of his skates and picked up Pinkie in a dancer pose.

Walking away, I decided to try Fluttershy.

**The animal houses,**

Walking up to the animal houses, I saw Fluttershy with her head in a tree trunk.

"Wake up little sleepy heads. I hope you had some wonderful dreams and restful hibernation. I know I would have, but it's time to get up now spring is coming." Taking her head out, I saw a bell in her mouth and hedgehogs rubbing their eyes.

"Oh how cute." I said.

"Aren't they?" Fluttershy said, "this is my favourite time of the season, when I get to see all my friends again."

"What's hibernation?" Spike ask.

"It's along sleep through winter, only waking up to eat." Fluttershy explain, walking over to another hole.

"Long sleep?" Spike ask.

"Yes.", Fluttershy said ringing her bell, "wake up little porcupines. Animals often do it to save energy and eat less food."

"I definitely like the idea of hibernation, except for the eat less food part." Spike said.

"Oh, but look at all these animal dens. I'm worried that I won't be able to wake up every animal before spring comes." Fluttershy said worried.

"I'll help Fluttershy." I said.

"Oh you will? That will be wonderful, me and my friend will be able to do it much faster now." She said happily.

"Who is your friend helping you?" I ask.

"He should be coming right now." Fluttershy told me.

"Sorry I'm late Fluttershy, cutting the ice took longer than expected." said a familiar voice.

Turning, I saw my brother using his magic to change his blue vest to a brown one.

"Hey Twilight, are you helping too?", He ask me and I nod, "thanks, we'll need all the help we can get to wake up all these animals."

"But, I thought you were on the plant team?" I ask him.

"I am, but then because this is the first Winter Wrap Up I have had that didn't involve magic. I decide to help all three teams. I talked with the others and their okay with it." He said picking up a bell.

"But you just changed your vest colors." I said.

"I did that so it would be less confusing and no pony would question me, besides ice skating is fun." he said, "now come on, pick up a bell, you are doing the ones closest to town I'm doing the ones near the edge."

"Why?" I asked.

"Because I can handle them if they try to attack me." He told me.

Sighing, I picked up a bell and started waking up the animals.

**5 minutes later,**

I was surprised by snakes, scared by bats, stung by bees, and sprayed by skunks.

Sitting in a tub of tomato soup while Spike scrubbed me, I said, "This Winter Wrap Up day is the harder than it looks."

"Right.", Spike agree, "because there's no magic. Why don't you use magic and just get it over with?"

"No Spike.", I said, "I need to do it the traditional way. Ponyville has never needed magic to wrap up winter."

"They've never had you before either." Spike said, "think how much quicker they could wrap up winter with your magic."

"No, no, no, I'm going to find some other way to help out, if it kills me it might." My brother said, walking through the door.

"Hey Phantom." I said.

"Hey Twilight, look I know you want to help, but you were just a tad too late." He said.

"Then how did you get picked?" I asked.

"I slept outside, which means I woke up at first light, but still if you want to help you could follow my lead or go talk to the mayor." He suggested.

"That's perfect! Thank you Phantom!" I said.

"I'd hug you, but I get the point." he said chuckling, "well, I'll see when you're feeling better."

"Thanks Phantom!" I said before Spike poured another tin of soup on my head.

* * *

**In the fields 3rd person pov,**

"Keep pushing Caramel, that's it Bumpkin.", shouted Applejack, "I know it's hard work, but you guys are doing great, Yee Haw!

"Hey Applejack.", Twilight said, "how's everything going?"

"Oh just dandy. A little slow start, but peachy all the same. Your brother is incredible you know that?" She smiled, hearing that her brother has been doing more than his fair share.

"Hey Twilight!" He shouted from the middle of the field.

"Hey Phantom!" she called.

"Back there's a lot of work we got to do we can't even start the planting and the watering until all these heaps of snow are gone." Applejack said looking over the fields.

"Looking good, Phantom!" She shouted, looking at him.

"Thanks, Applejack!" he shouted back before pulling his plow to look like Princess Luna's cutie mark.

"That is impressive." Twilight said.

"Looking at it, indeed it is." Applejack said.

"The fact that he did it without using magic, I even more amazing. It was probably all the applebucking he did." Twilight said.

"Yep, probably. So, what is it you came over here for?" Applejack agree and ask.

"I want to help." Twilight said.

"I don't know." Applejack said a little worry.

"Just give me a chance." Twilight pleaded.

"Well, I never turn down a hard worker. Alright, there's a spare plow over there, do your best." Applejack said.

Jumping into it, Twilight pushed against it but just wasn't strong enough. Looking back at Applejack, she saw them shake their heads.

_'I could use a come to life spell.'_ She thought.

"Here goes." she said making her horn glow, moving the plow.

Looking around, she saw Phantom looking at her, shaking his head. Letting the glow around her horn drop, she looked back over at him to see him smile, then she remembered his suggestion to talk to the mayor. Getting out she walked back over to Applejack picking up Spike, she went off to town square.

Walking up beside Applejack, Phantom said, "I'm so proud of her."

"Why?" Applejack ask.

"Not using her magic, despite her desire to help." he said smiling.

"That is something to be proud of." Applejack said as she also began to smile.

* * *

**Town Square Twilight's Pov,**

"Where are we going Twilight?" Spike ask.

"We're going to see if the mayor needs any help." I answer him.

"So, why didn't you just use your magic to move the snow plow?" Spike ask me.

"No matter how much I want to help, I am not going to disappoint my brother by using magic, so what can I do to help." I said.

"Rainbow Dash!", I heard Applejack yell, "your weather team needs to melt the rest of the snow on the ground and in the trees pronto

Looking at Spike, I decided to listen a little longer before offering help.

"Got it." Rainbow Dash said turning nearly crashing into Fluttershy.

"No!," she said, "my animal friends homes will be flooded if you melt the snow to fast."

"Got it!" Rainbow Dash said.

"I'm telling ya Rainbow, you need to melt that snow now." Applejack said.

"No.", Fluttershy said, "you simply must wait."

"Okay." Rainbow Dash said getting ready to take off.

"Go!" Applejack said.

"Stop." Fluttershy said.

"Go!" repeated Applejack.

"Stop." repeated Fluttershy.

"Make up your minds!" Rainbow Dash yell.

"Oh, what are all you arguing about? This sort of silliness is why we were late for spring last year and the year before that and the year before that." said the mayor.

My eyes widened.

"Did she say late?" I asked.

"I was hoping my amazingly inspirational speech would encourage everyone to do better than last year." said the mayor.

"You hearing this?" Phantom ask as he sat beside me.

"Yeah!" I said.

"I don't believe it, but now it looks like we're going to be later then ever." She finished.

"I mean just look at this catastrophe, the ice scourers made the ice chunks to big to melt. The nest builder is way behind, we need several hundred and she's only made ten and don't get me started on all the clouds still in the sky. The icicles in the trees, this isn't good not at all." said the mayor.

"And it's going to be all the more disastrous if we can't get our seeds planted." Applejack said.

"Chillax Applejack, we're busting our chops as fast as we can.", Rainbow Dash said.

"Thanks to Phantom we maybe closer to spring then we were.", Applejack added, "but it's still a disaster."

"What do you mean "Thanks to Phantom"?" asked the mayor.

"He's been helping us all. He helped plow the fields and plant some seeds." Applejack said first.

"He helped wake the animals and make some nests and he managed to cut most of the lake into small pieces." Rainbow Dash said next.

"No.", Fluttershy said, "he has been helping us, but we've been taking advantage of him and animals need to be woken slowly."

"Um, A.J?" Big Mac said as he walk up with one of the workers.

"Oh good gravy, Caramel lost the grass seeds again didn't he?" Applejack ask.

"Eeyup!" confirmed Big Mac.

"Derpy accidentally went north to get the southern birds." said a random Pegasus.

"Oh that feather brain! Didn't she learn her lesson last year when she went west?" Rainbow Dash said and they all stated arguing again.

"Stop this at once!", said the mayor, "we don't have time to argue. It's almost sundown, spring will be late again another year of scandal and shame. If only we could be more organized."

Looking at each other, me and my brother nodded. I ran back to the library to start a checklist.

* * *

**3rd person pov,**

Walking to the front of the crowd, Phantom settled into his leader façade.

"Listen up ladies!" He shouted, "spring has been late in this town for too long. You want to be more organized? Well, arguing will get you nowhere. Now get into your teams and wait for orders."

Seeing them get into their respective teams, he stepped aside, allowing Twilight walked forward with her checklist.

"Big Mac, you give Rarity the materials to make nests. Rarity, you and a friend will be making the nests. Half your team will hang them and the other half will wake the animals. Pinkie, your half of the weather team will cut the ice into cubes like so pointing to a design like Phantom has held up and the rest of you will be melting the ice, getting the birds and clearing the clouds. Applejack, half your team will pull the plows, the other half will plant the seeds." She said.

"You all have your orders, now get moving!" yelled Phantom, before running off to get a plow.

(**this is where the montage of checks come's in, but like I said, I don't know how to do a montage so skip to the end)**

"I can't believe it, spring is here, on time!", said the mayor, "and we have you and your brother to thank for it. If it weren't for your organizing skills and your brothers multitasking and leadership skills, we would still be arguing."

"Eeyup." Big Mac said making everypony laugh.

"It was a team effort." Twilight said, before getting hugged by Phantom.

"I'm so proud of you." He said.

"And since the both of you helped every team, we have official vests for you. We give the titles all team organizer and all team leader." announced the mayor

"I don't know what to say. Thank you everypony." Twilight said, happily.

"And so I declare that winter is wrapped up on time!" said the mayor.

Cheering with the rest of the town, Twilight and Phantom looked at each other and knew that this was the best winter wrap up day ever.

"Spike sure gonna be in for a surprise when that last block of ice melts." Applejack said pointed to a sleeping Spike, that made every one laugh.

* * *

**The library Phantom's pov,**

_Dear Princess Luna_

_This winter wrap up day was the best! My sister learn about how everyone had big talents __and if we're patient and diligent we may find them. __I learned that no matter what you do, you should always make time for your family __and as always with great friendship and teamwork ponies can accomplish anything._

_Your night loving student, Phantom._

"How's that Twilight?" I ask.

"Great! About time you wrote a letter to Princess Luna." She said.

"Alright Spike... Spike?" I said turning to find him asleep.

"Oh Spike." Twilight said as we laughed.


	12. call of the cutie

Hey Phantom Fan 21 here. We are bringing in another DP character. Me and Eritgan has agree to bring in Jazz, Danny's sister from the show. This Jazz is different then the show. She a unicorn filly that has a talent for playing jazz music, but no cutie mark. She kind of like Sweetie Belle and Scootaloo combine. Like Sweetie Belle, Jazz has weak magic and can't use it very much and like how Scootaloo sees Rainbow Dash, Jazz sees Phantom has her idol. First we are going to bring in Jazz then have the show start up. So when we do the CMC episodes, Jazz will replace Phantom in those ones. He'll still show up though. Enoy!

* * *

**Episode 12 Call of the Cuite**

**Apple Bloom Pov,**

I reach school just as the bell rang and I sat down next to my friend Twist. We were ready for the day and hope to find something to get are Cutie Marks. We were the other two fillies that has not gotten their marks yet.

"So Twist, you ready to go look for our cutie marks after class?" I ask her.

"Sure!" She said before our teacher Miss Cheerilee walk in.

"Ok, my little ponies, i got some news for you." She said and well all look at her.

"Today we have a new student. She lives with her Cousin, but she able to come to Ponyville to learn. So please welcome her with open hooves and treat her nicely."

I watch as a pink unicorn filly with a red mane and tail and teal eyes with no cutie mark walk up.

"Hi, I'm Jazz. My cousin was able to have me come here due to her work has to be near here." She said a bit shy.

I walk up and said, "Nice to met ya Jazz. I'm Apple Bloom, I live in Sweetie Apples Arcs."

"Really, I never heard of an earth pony living on a farm before." Jazz said.

"Huh? Wait, did you live in the city before coming here?" I ask.

She nods and I smile.

Twist walk up and said, "Hi! My name Twist, what some lemon drops? I made them myself.

"Sure!" Jazz said and ate one.

I smile again. Looks like a new friend has been made for me and Twist. My smile fading when I saw the two bullies of our school name Diamond Tiara and Silver Spoon walk up to us.

"Well, well, look what we got here. Another blank flank." Diamond Tiara said.

"Leave her alone Diamond Tiara. She is new." I told her.

"Oh? Why does that make her special? Oh what it doesn't! Because she doesn't have her cutie mark!" Diamond Tiara pick on Jazz.

"So? My cousin thought by coming here I can find it. Beside, my family has been in the music busies for quite some time.", Jazz said, "sorry but I didn't get your names."

"Normally we don't talk to blank flanks but since your new we'll tell you. I'm Diamond Tiara and I belong to the riches family." Diamond Tiara said.

"And I'm Silver Spoon." Silver Spoon added.

"Nice to meet you." Jazz said and held up her hoof.

"What is that?" Diamond Tiara ask.

"It a hoof-shake Diamond Tiara. She trying to be friendly." I answer sourly.

"Sorry but I don't shake with blank flanks. So...Jazz was it... you better now your place while your here. Just because your new doesn't mean you are getting nice treatment from me. Come On Silver Spoon." Diamond Tiara said and she and Silver Spoon walk away.

I walk up to Jazz and said, "Don't let her get to ya. She always been like this."

"Really?" Jazz ask me.

"Sure. Hey maybe after class I'll show you around Ponyville!" I said before getting an idea.

"I would like that! Thanks Apple Bloom." She smile.

We enter the school and sat at our desks. I just knew Jazz was going to feel right at home.

* * *

**3rd Person Pov,**

The class welcome Jazz to Ponyville before Miss Cheerilee walk up.

"Let's quiet down please. We have a very important lesson to get to.", She said and the class took their seats, "Thank you. Today we are going to be talking about cutie marks."

"Bo-ring!" Diamond Tiara sighs as Apple Bloom look at her.

"You can all see my cutie mark, can't you?" Miss Cheerilee ask and show them the three flowers with smiley faces on them.

"Like all ponies, I wasn't born with a cutie mark. My flank was blank." She said and show them a picture of when she was a filly.

"Aww...! She's so precious!" Twist said and Miss Cheerilee smile and took it down to show herself an bit older and dress differently then she was.

"Then one day, when I was about your age, I woke up to find that a cutie mark had appeared." She said.

"Look at her hair!" One of the fillies said and everypony laugh.

Miss Cheerilee laugh as well before saying, "Yes I know, but honestly, that's how everypony was wearing their mane back then. I had decided to become a teacher, and the flowers symbolized my hope that I could help my future students bloom if I nurture them with knowledge. The smiles represented the cheer I hope to bring to my little ponies while they were learning. Now, can anyone tell me when a pony gets his or her cutie mark?"

"Oh! Oh! Oh! When she discovers that certain something that makes her special!" Twist said.

"And the cutie mark take a image to match that talent." Jazz added.

"That right Twist and Jazz." Miss Cheerilee agree.

As Miss Cheerilee went on talking about Cutie Marks, Diamond Tiara try to get Jazz attention before she turn to her.

"Yes?" She ask before seeing Diamond Tiara held out a note.

Wondering what was on the note she reach out and grab it.

"Jazz! Are you passing a note?" Miss Cheerilee ask when she spotted her.

"Err." Jazz said, she wasn't sure what to say.

Miss Cheerilee wave her hoof as to told her to come up in front of the class.

Jazz walk up and open the note. She was surprise on what was on it.

"What could be so important that it couldn't wait until after class?", Miss Cheerilee ask and look as well, "It's blank."

"Remind you of anypony?" Diamond Tiara laugh as the class whisper to themselves.

Jazz shrank down in shame. She didn't like not having a cutie mark. Her old school treated her the same way.

Apple Bloom look at her new friend and hope there was a way she could help.

* * *

**Jazz Pov,**

School ended for the day and me and my two new friends walk out. I feel really upset. If only I had my cutie mark then I wouldn't be pick on.

"Want some sweets? I've got some peppermint sticks. I made them myself." Twist ask and help some up.

"Mm-mm." I shook my head no.

"They'll make you smi-i-le." She said trying to get me to.

"No..." I said.

"Jazz, don't worry what Diamond Tiara did. Besides, I said that I'll show you around Ponyville after school." Apple Bloom said before we hear Diamond Tiara and Silver Spoon walk up.

"I don't know why we had to sit through a lecture about getting a cutie mark. I mean, waiting for your cutie mark is sooo last week. You got yours, I just got mine. We all have them already. " Diamond Tiara said and gasp at us.

"I mean, almost all of us have them already. Don't worry, you three, you're still totally invited to my cute-ceañera this weekend." She corrected herself.

"It's going to be amazing." Silver Spoon said.

"It's a party celebrating me and my fantastic cutie mark. How could it _not_ be?" Diamond Tiara added and show her cutie mark which was a tiara.

"Bump! Bump! Sugar-lump, rump!" They said and laugh.

"Gimme a break." Apple Bloom said not believing them.

"See you this weekend..." Silver Spoon told us.

"_Blank flanks_!" They laugh and walk away.

"Come on Jazz, ignore them. Let go to Sweet Apples Acres. I want you to met my family." Apple Bloom said.

"Ok..." I said sadly.

I really didn't what to be a blank flank.

**Later,**

Apple Bloom show me around her home and I was quite surprise to see a farm fill with apples. Twist had to head home so Apple Bloom was the only one to show me around. I watch as she walk up to an orange mare, with a hat and three apples as her cutie mark.

"Howdy Applejack." Apple Bloom said.

"Well, Howdy sugarcube." Applejack said and saw me.

"Who ya friend?" She ask.

"This is Jazz, she new here." Apple Bloom said.

"Hi." I said shyly.

"Nice to me ya Jazz. Strange you name sound like music." Applejack said.

"Oh, my family has been in the music busies for years. I live with my cousin but, she was able to send me here." I explain.

"Really that nice of ya." Applejack said before looking at my flank.

"Well I'll be. You don't have ya Cutie Mark. Just like apple bloom." She said and I frown.

"It really not fair." I said.

"Don't get your mane in a tangle. You'll get your cutie mark. Every pony gets one eventually." Applejack told me.

"I know, but I can't wait anymore." I said.

"Course you can. Y'know, I was the last pony in _my_ class to get my cutie mark, and I couldn't be prouder of it. I know my future was to run Sweet Apple Acres, and these bright shiny apples sealed the deal.", Applejack told me before she remember something, "come to think of it, Granny Smith was the last one in her class, too. Huh, same as Big McIntosh."

"How is that suppose to help me?" I ask and started to walk away.

"Listen, sugarcube, I know it's hard to wait for your very own cutie mark, but, you just can't force it. Besides, you're not that grown-up just yet. Ain't there other fillies in your class without one, beside Apple Bloom?" Applejack said and walk up next to me.

"Twist doesn't have _hers_ yet." Apple Bloom remind.

"True, maybe the three of us can go together to Diamond Tiara party!" I said happily.

"Come on, I know where she lives." Apple Bloom said and we ran off.

"Heh, she a nice filly. Pinkie going to throw her a party after Diamond Tiara's." Applejack said and went back to work.

* * *

**3rd Person Pov,**

Jazz and Apple Bloom reach Twist's house and Apple Bloom knock on the door.

Twist opens the door and said, "Oh, what's up, Apple Bloom and Jazz?"

"Hey Twist.", Jazz smiling, "I was thinking... maybe we could go to Diamond Tiara's cute-ceañera together. I don't have a cutie mark, Apple Bloom doesn't have a cutie mark and you don't have a cutie mark."

A sad look appear and Twist face before stepping out. There on her flank was a cutie mark with two Candy Canes crossing over each other. Jazz's smile fell as she saw it. Apple Bloom was shock.

"Isn't my cutie mark swell? I've always loved making my own favorite sweets, but it took me some time to discover that it was my super-special talent. Pretty sweet, huh?" Twist ask them.

"Wow, Twist! I never knew that was your talent." Apple Bloom said happy for her friend.

"Yeah, pretty... sweet." Jazz said sadly, she really wanted her cutie mark now.

"Hey... this doesn't mean we can't go to the cute-ceañera together. You're still gonna come to the party, are you?" Twist said and ask.

"Of course she will." Diamond Tiara said as she and Silver Spoon walk up.

"It's not like being one of the two ponies there without a cutie mark, would be, like, the most embarrassing thing ever." Silver Spoon added and laugh.

"I'll see you two later." Jazz said and walk away.

Apple Bloom look at her new friend wondering if there was something she can do to help.

* * *

**Jazz's Pov,**

I walk cross town with a grey cloud over my head. I really couldn't be it. Twist got her cutie mark. I know Apple Bloom doesn't have hers yet but I couldn't stand it. I wanted my cutie mark. I then heard some wings flap above me and I look up to see a cyan mare with rainbow mane and tail and a rainbow lighting bot coming out of a cloud as her cutie mark.

"Wow, looks like somepony's got a dark cloud hanging over her head. Let _me_ do something about that." She said and kick it away.

"By the way, I'm Rainbow Dash. I take it ya new?" She ask.

"Yeah, my name Jazz. My cousin send me here so I can finish up school while she get ready for something big coming up." I said.

"I see, so what's the matter, kid?" Rainbow said and ask me.

I took a deep breath and said, "There's a cute-ceañera this afternoon and everypony in my class will be there and they'll all have their cutie marks, expect Apple Bloom, and I don't have mind, but I really wanna go to the party, but how can I go to the party if I don't have my cutie mark, which Applejack says I'm gonna get eventually but... I WANT IT NOW!"

"So you know Applejack huh?" Rainbow ask.

"Yeah, Apple Bloom was showing me around." I told her.

"So you want your cutie mark? I can get you a cutie mark like that!" Rainbow said and I heard what sound like a snap.

"Applejack says these things take time. I have to just wait for it to happen." I told her.

"Why wait for something to happen when you can _make_ it happen?" Rainbow told me.

"But Applejack says th..." I started to say before Rainbow took over.

"Hey, who are you gonna listen to, Applejack, or the pony who was _first_ in her class to get a cutie mark? I always liked flying an' all, but I was going nowhere in a hurry. It wasn't until my very first race that I discovered a serious need for speed, and KAZAM, this sweet baby appeared as fast as lightning." She said and show her cutie mark.

You really going to help me?" I ask.

"Sure! You may be new here, but that doesn't might it a reason not to help you." Rainbow said.

A few hours later, I rest on the ground, tired from all the stuff we did. We did Juggling, Hang-gliding, Karate, Kite-flying, and Ultrapony Roller Derby. All which I didn't get my Cutie Mark. Even when I fail, I learn a lot.

"Tried that one... tried that one... tried that one..." Rainbow said going over the list.

I was about to say something when I heard Diamond Tiara and Silver Spoon walk up.

"Your new outfit is, like, perfect for the party." Silver Spoon said to Diamond Tiara.

"I know. It totally shows off my cutie mark." Diamond Tiara agree.

"I love being special." Silver Spoon said as they pass me.

"Can you imagine how embarrassing it must be to be... _not_ special?" Diamond Tiara said loud enough from to hear.

"I don't even want to, like, _think_ about it." Silver Spoon said.

I roll my eyes, I really started to hate those two. They think their better because they have cutie marks? Well, when I get mine, that will show them.

I sigh, how was I going to get one?

"There ya are Jazz." I heard and turn to see Apple Bloom.

"Hi Apple Bloom." I said.

"I've been looking all over for ya. What you been up to?" She said then ask.

"Well, Rainbow Dash has been helping me to try and find my cutie mark, but no luck so far." I said.

"You look like you'd be good at eating cupcakes." Said a pink pony with a puff out pink mane and tail with three balloons on her flank.

"Eatin' cupcakes?" Apple Bloom ask.

"Eating cupcakes?" Rainbow Dash repeated looking up.

"Eating cupcaaakes!" Pinkie shouted.

"Um, who are you?" I ask.

"That there is Pinkie Pie. She throw party for everything and anything." Apple Bloom told me.

"Oooo! I new pony! Wow! We haven't had any new ponies since Twilight and Phantom came here." Pinkie said excited.

"Who are they?" I ask.

"Twilight and Phantom are unicorns like yourself and they are brother and sister. They use to live in Canterlot but now live here." Apple Bloom said.

"Phantom? I heard about him. Isn't he the unicorn that has two cutie marks?" I ask.

"Yep, He also the student of Princess Luna." Apple Bloom answer.

"And he my best-est best friend too." Pinkie said hyper.

"And Rainbow and Applejack friend too." Apple Bloom added.

"Wow." I said speechless.

I always look up to Phantom. He was powerful unicorn that had two magic's instead of one. I always want to be as good as him. But I didn't heard that he had a sister. Just I was so zone out I never notices when I first heard about him. Still what Pinkie said got me thinking.

"I really appreciate all your help Rainbow Dash. You're a really great coach and I really learned a lot from you and I'm sure I can learn a lot more but... I've got some cupcakes to eat! See you at cute-ceañera! _Hold on_, Pinkie Pie, I'm coming." I said to her and then follow Pinkie with Apple Bloom behind me.

* * *

**3rd Person Pov,**

Apple Bloom, Jazz and Pinkie walk in the Sugarcube Corner. Jazz was very happy.

"I can't believe I didn't think of this. A cupcake-eating cutie mark, it's _sooo_ obvious. Now, where are those cupcakes? I'm ready to chow down!" Jazz said can't wait to get her cutie mark.

"I don't have any cupcakes." Pinkie said smiling.

"Oh." Jazz said sadly.

Pinkie then gasp and said, "But you look like you'd be good at helping me _make_ some."

Both Jazz and Apple Bloom look at each other wondering why Pinkie didn't make them in the first place.

"I guess, uh, making-cupcakes cutie mark could work too." Jazz said a little unsure.

"Well, At lest I can try making those cupcakes Phantom show me." Apple Bloom added and started to get the stuff out.

While they we're doing that Pinkie once more started singing.

_**All you have to do is take a cup of flour!**_

_**Add it to the mix!**_

_**Now just take a little something sweet, not sour! **_

_**A bit of salt, just a pinch!**_

_**Baking these treats is such a cinch!**_

_**Add a teaspoon of vanilla!**_

_**Add a little more, and you count to four,**_

_**And you never get your fill of...**_

_**Cupcakes! So sweet and tasty!**_

_**Cupcakes! Don't be too hasty!**_

_**Cupcakes! Cupcakes, cupcakes, CUPCAKES!**_

A few minutes later, both Apple Bloom and Jazz pull out both their trays, but Jazz's was really burn and Apple Bloom's come out a bit nice, but didn't look like Phantom's at all.

"Hot, hot, hot!" Jazz said and threw her tray away.

It land next to Pinkie and she look over them.

"Oooh, those look much better than the last batch." Pinkie said and ate one.

Jazz sigh and said, "Ugh! I guess I'm not cut out to be a baker either. I just have to face it, I'm gonna have a blank flank forever."

"Hey, I just try even after being teach, and I still don't have mine." Apple Bloom said showing that her flank was still blank as well.

"What about that?" Pinkie suddenly ask.

"What about what? Is there something on my flank? Is there, is there, is there?" Jazz ask and look.

She gasp and said, "A cutie mark! It's a... a measuring cup? No. A mixing bowl? No... Are those cupcakes? A tower of cupcakes maybe."

"Jazz calm down, I know your exited but we need to have a better look." Apple Bloom said.

Pinkie then blew the 'cutie mark' away and saw that her flank was still blank.

"Flour. It's flour! Yay! I guessed it. What game you wanna play next? Please say bingo, please say bingo." Pinkie said thinking the whole thing was a game.

"Whoa, what's been going on in here?" Twilight ask as she walk in.

"Yeah, looks like a storm came through." Phantom said next as he walk up next to her.

"We've been making cupcakes, wanna try them?" Pinkie ask and show them the burn cupcakes.

"Nnnno thank you... not that they don't look, heh, _delicious_." Twilight said as Phantom nods, both not wanting to hurt her feelings.

"Hm?", Phantom said as she spotted Apple Bloom and Jazz, "Hey Apple Bloom, who your friend?"

"Oh, this is Jazz. She new here. She also be trying to find her cutie mark." Apple Bloom said.

Jazz eyes widen as she saw her idol. She quickly ran up to him and look at him.

"Phantom you got to help me!" She said.

"What's the matter?" Phantom ask, wondering why this filly was so excited to see him.

Jazz took a deep breath before explaining, "Tiara's cute-ceañera's today and everypony in my class will be there and they'll all have their cutie marks and I want to get my cutie mark, but I'm no good at selling apples or hang-gliding or making cupcakes, but I wanna go to the party, but how can I go to the party if I don't have my cutie mark, which Pinkie Pie says I can't just make appear, but I _need_ it to appear, RIGHT NOW!"

All that left both Twilight and Phantom confuse.

"Uhhh... I don't follow. How can _I_ help you?" Phantom ask again.

"You can use your magic to make my cutie mark appear." Jazz explain more slowly.

"Oh no, Jazz, A cutie mark is something a pony has to discover for herself." Twilight said.

"Yeah, you can't just make it appear." Phantom agree.

"Please Phantom just try." Jazz pleaded.

Phantom sigh and let his normal magic, which was blue, cover his horn and made one appear.

"Yes! I knew you could do... it." Jazz started to cheer before it disappear.

"We're sorry, sweetie, but we told you-" Twilight started to say before Jazz over took them.

"Try again, try again!" She said.

Phantom sigh and made more and more cutie marks appear, but each time the fade away. After a dozen cutie marks, Phantom was too tired to make any more appear.

"Told you that not even magic can make a cutie mark appear before its time." Twilight said as she Phantom a glass of water.

"Thanks sis." He said and took a drink.

"It's hopeless, hopeless! I just won't go to the party, I can't go. Everyone will just laugh at me and make fun of me and call me name. It will be the worst night of my life." Jazz cry out upset that she will never get her cutie mark.

"I'm sure it won't be as bad as all that." Twilight said.

"Yeah, me and Twilight didn't go to party even after we got our cutie marks." Phantom said.

"That was then, this is now Phantom." Twilight said.

"Yeah, yeah, whatever bookworm." Phantom smirk.

"Ghost-pony." Twilight smirk back.

"Oh, that it!" Phantom said playfully and jump on his sister and tickle her as Jazz walk away.

"Forget it, there's no way I'm going to that...," Jazz said before she stop, "party."

"How could I have forgotten the time? How could I have forgotten Pinkie Pie was hosting the party? How could I have forgotten it was at Sugarcube Corner?" Apple Bloom said as Jazz look fearful.

"Don't forget your party hat, Forgetty Forgetterson!" Pinkie said and place hats on both of them.

"I have to get out of here before anypony sees me." Jazz said and took off her hat and started to sneak out.

As she did, she notices some to the ponies having fun. Apple Bloom watch and feel sorry for her.

"Okay, Jazz, almost there." She said before she bump into Applejack that walk in.

"Hey sis!" Apple Bloom said walking up.

"Apple Bloom, Jazz, you both made it. After I heard about Twist, I was afraid you two wouldn't show up. I sure am glad you came to your senses about this whole cutie mark thing, Jazz. These things happen when these things are supposed to happen. Trying to rush 'em just drives you crazy. I'll let you be, looks like your friends want to talk to you." Applejack said before spotted Diamond Tiara and Silver Spoon walk up.

"Hey, Applejack!" Phantom call out.

"Howdy Phantom." Applejack said and walk up to him.

"Apple Bloom help me cover my flank." Jazz said and took a table cover and place it over her.

"Well, well, well, look who's here." Diamond Tiara said.

"Nice outfit." Sliver Spoon said in a teasing voice.

Apple Bloom roll her eyes as Jazz said, "Just something I, uh, pulled together last minute."

"It really shows off your cutie mark. Oh wait, that's right, you don't have one." Diamond Tiara said.

Apple Bloom knew she was scare of remaining a blank flank and so was she. But Jazz was new and Diamond Tiara wasn't helping her feel welcome.

"Uh, I have a cutie mark." Jazz said surprise them.

"Eh, what? Since when?" Silver Spoon ask.

"Since... Um... Earlier today." Jazz lie.

"Oh really? Let's see it." Diamond Tiara said and walk up to her to move the cover.

Jazz back away and said, " I shouldn't. I couldn't. My cutie mark is so unbelievably amazing, I'm afraid that if I show it off, everyone will start paying attention to _me_ instead of _you_. Outshines at your own cute-ceañera - can you imagine how embarrassing that would be?"

It work, Diamond Tiara back away and said, "Uh, forget it, I didn't really want to see it anyway."

Jazz smile weakly, and added, "Okay, well, I'm gonna go mingle. Enjoy your party. Coming Apple Bloom?"

However Jazz didn't watch where she was going and her cover was rip to show she was still blank.

"Wow, that _is_ an amazing cutie mark." Silver Spoon said.

"Nice try..." Diamond Tiara added.

"_Blank flank_!" They said together.

Jazz was about to cry before a voice spoke up, "You got a problem with blank flanks?"

Everypony turn and saw a orange pegasus with a purple mane and tail. With her was a unicorn filly that was white with a purple and pink mane and tail.

"I said, you got a problem with blank flanks?" The orange pegasus ask.

"The problem is, I mean, she's like, totally not special." Silver Spoon said.

"No, it means she's full of potential." The white unicorn agree.

"It means she could be great at _anything_. The possibilities are, like, endless." The orange pegasus mock them.

"She could be a great scientist, or an amazing artist, or a famous writer. She could even be mayor of Ponyville some day." The White unicorn said.

"And she's not stuck being _stuck-up_ like you two." The orange pegasus said casing a few ponies to laugh.

"Hey, this is _my_ party, why are you two on _her_ side?" Diamond Tiara ask.

"Because..." The orange pegasus said and they both turn to show that their flanks were blank.

Both Jazz and Apple Bloom gasp when they saw it.

"You don't have your cutie marks _either_? I thought me and Apple Bloom was the only ones." Jazz said.

"We thought _we_ were the only _two_." The orange pegasus said.

"We for one think you are four very lucky fillies." Twilight said as she and her brother step up.

"Lucky? How can they be _lucky_?" Diamond Tiara ask.

"They still get to experience the thrill of discovering who they are, and what they're meant to be." Phantom explain.

"And they got all the time in the world to figure it out, not just an afternoon." Applejack added.

All the fillies walk up to both Jazz and Apple Bloom and started talk to them. Diamond Tiara was upset by that.

"Hey, what's everypony doing? This is _my_ party, everypony is supposed to be paying attention to _me_." She said but no pony pay attention.

"Whatever. We still think you're losers, right Diamond Tiara? Bump, bump, sugar... lump..." Silver Spoon said.

"Not now, Silver Spoon." Diamond Tiara said sourly.

"Name's Scootaloo." The Orange pegasus said.

"And I'm Sweetie Belle." The White Unicorn added.

"Apple Bloom. Jazz." The two friends said.

A little while later, all the ponies where dancing and the four fillies was having a good time. Apple Bloom turn to see Phantom smiling at her and she smile back. Diamond Tiara watch from the stairs unhappy on what she was seeing.

The four sat at table after the dance and started to talk among themselves.

"So I was thinking, now that we're friends..." Apple Bloom said.

"We mean, we are friends, right?" Jazz ask.

"How could we not be? We're totally alike. We don't have cutie marks, Diamond Tiara and Silver Spoon drive us crazy-"

"_Totally_ crazy." Sweetie Belle added.

"Well, now that we're friends, what if the four of us work together to find out who we are and what we're supposed to be?" Apple Bloom ask.

"Ooh! Ooh! We could form our own secret society." Sweetie said happily.

"I'm liking this idea." Scootaloo said.

"Me too." Jazz agree.

"A secret society. Yeah. We need a name for it though." Apple Bloom said.

"The Cutie Mark Four?" Scootaloo ask.

"The Cutastically Fantastics?" Sweetie Belle ask next.

"How about... The Cutie Mark Crusaders?" Apple Bloom ask last.

"You read my mind!" Jazz said.

"It's perfect!" Scootaloo agree.

"This is gonna be so great!" Sweetie cheer.

"We're gonna be _unstoppable_!" Apple Bloom said and the four high hoof.

"What do you say we celebrate with some of these delicious cupcakes?" Scootaloo said and was about to take a bite when Jazz pull it away.

"NOT the cupcakes. Trust me." She said.

"Let's see if there are any cookies." Sweetie said.

"Yeah! Come on." Apple Bloom said and the four friends went off to find some.

Both Phantom and Twilight watch the four look for cookies and Phantom said, "I think a lesson has been learn."

"I agree. Care to take a note in Spike place?" Twilight said and ask.

"No problem." Phantom said and his normal magic held it up.

"_Dearest Princess Celestia,I am happy to report that one of your youngest subjects has learned a valuable lesson about friendship. Sometimes, the thing you think will cause you to lose friends and feel left out..."_

We change to see Princess Celestia reading the note.

"_can actually be the thing that helps you make your closest friends and realize how special you are._ Hmm..." She said before turning to her cutie mark.

* * *

Well everyone, what did you think? Bet you did see that one coming. I know this is Apple Bloom episode but Jazz take over because she new. AS for who her cousin is. Here a hint, her name starts with a "O". Feel free to guess and don't forget to review. Also like Friendship is Magic part 1 and 2, I didn't watch the episode before this chapter. It was fresh in my mind.


	13. fall weather friends

**Etrigan the Demon with another chapter. What's up?, this is a chapter I've wanted to do for a bit so read on and enjoy.**

* * *

**chapter 13 Fall Weather Friends**

**Sweet Apple Acres 3rd person pov,**

Rainbow Dash and Applejack were playing horseshoes. They were having fun and Rainbow was winning, or so she thought.

"Whoo hoo!" Rainbow Dash shouted as her horseshoe landed close to the target.

"Woo wee," Applejack replied, "not bad for a pony who works with her head in the clouds."

"You think you can do better cowgirl?" Rainbow Dash ask her.

"I know I can." Applejack said, getting her horseshoe ready.

Throwing it, it landed just short of Rainbow Dash's

"Heh, looks like the Pegasus can pitch better than the work horse." Rainbow Dash said knocking Applejack's hat down over her eyes.

"The objective of the game is to get closest to the stake alright? Alright you got another throw there." Applejack said before flipping the horseshoe onto Rainbow Dash's nose.

Throwing it, it flew over the target and fell just short of the barn window.

"Wow!" Applejack chuckle, "you couldn't hit a barn door with that throw."

"I still have the closest throw Applesmack, just try and beat it." challenged Rainbow Dash, kicking the horseshoe in front of Applejack.

Picking it up she threw it with enough power to hit the stake.

"Yee haw! It's a ringer.", Applejack yell, "that's how we do it down here on the farm!"

"I lost." Rainbow Dash said.

"Oh don't feel bad Rainbow, it's all in good fun." Applejack said.

"I hate losing." Rainbow Dash deadpanned.

"Besides your a mighty good athlete, I'm just better." Applejack said, walking off.

"Alright Applejack, you think your the greatest athlete in Ponyville?" Rainbow Dash challenged again.

"Well, I was going to say in all of Equestria, but that may be a bit much." Applejack replied rubbing her tail in Rainbow Dash's face.

"Well I think I'm the top athlete, so let's prove it." challenged Rainbow Dash.

"Prove what?" Applejack ask.

"Yeah, prove what?" said a familiar voice from behind Rainbow Dash.

"Oh hey Phantom, what up?, Rainbow Dash ask and he shrug, "I was just challenging Applejack to an Iron Pony Competition."

"Cool! I haven't seen one of those since Canterlot." Phantom said a smile on his face.

"What's an Iron Pony Competition?" Applejack ask confused.

"It a series of athletic events to determine the most athletic pony of all." Rainbow Dash explain.

"You know what Rainbow, your on." Applejack reply spitting on her hoof before smacking it together with Rainbow Dash's.

"I'll be the judge." determined Phantom, receiving nods in return.

"So you two are doing what now?" Twilight asked watching Rainbow Dash stretch.

"An Iron Pony Competition, Twilight."Phantom reply, with a whistle around his neck and a referee outfit on.

"Phantom, what are you doing?" Twilight ask.

"Well, I'm the judge. It's my job to make sure these two play fair." Phantom explain.

"See we've set up a series of athletic events to determine who is the most athletic pony ever." Applejack explain.

"So why am I here?" Twilight ask.

"Phantom wanted you to watch to see how it works. He enjoyed these back in Canterlot and wants you try them out." Rainbow Dash said, stopping stretching.

"Welcome to the first annual Iron Pony Competition!" Phantom said into a microphone.

"Who are you talking to Phantom?" Twilight ask beside him.

"Them." he said pointing to Fluttershy, Pinkie and Rarity who were being followed by Lyra and Derpy.

"Let the games begin!" He announced to the cheers of his friends which would surely peak the interest of Ponyville's residents.

* * *

**The Arena 3rd person pov,**

**"Event one-Barrel Weaving, the contestants will weave through the barrels without knocking any over to the finish line. Fastest time wins!"** shouted Phantom seeing a few more of Ponyville's citizens sitting in the stands.

Walking over to the finish line, he hands Spike a stopwatch.

"On your mark...get set...go!" Phantom yell before Applejack dashed off.

"Dagnabit." muttered Applejack touching a barrel.

"Seventeen seconds!" Spike said stopping the clock.

"You're kidding!", Applejack said surprise, "that beats my record for last years rodeo!"

"But you get a 5 second penalty for nudging the barrel." Phantom said.

"Darnit.", Applejack said kicking a rock, "still, that's 22 seconds, not too shabby."

"Hey don't be nervous.", She said nudging Rainbow Dash, "it's all in good fun, get on up there."

As Rainbow Dash landed at the starting line, Phantom reset the clock.

"On your marks...get set...go!" he yelled blowing his whistle before holding on to his referee hat at the speed Rainbow Dash took off.

"Woah! That was some fancy hoof work there, Rainbow." Applejack said seeing Rainbow Dash not hit a single barrel.

"Thanks.", she said puffing, "but I couldn't have been as good as you."

"What was the time Spike?" Phantom ask.

"18 seconds!?" Spike said in shock.

Hearing the two ponies gasp, Phantom grabbed his microphone.

"We have a winner!" He yelled before putting one point on Rainbow Dash's score.

"18 seconds?! Rainbow are you sure your not secretly a rodeo pony?" Applejack ask with a smirk.

"I can't believe I won!" Rainbow Dash said hovering.

"Well don't you go getting use to it." Applejack said pulling her back down.

**"Event two, Bucking Strength!"** Phantom said before seeing nearly half of Ponyville in the stands, "this event will test your might, first up is Rainbow Dash!"

Rainbow Dash kicked the target hitting the bell easily.

"Mighty respectable, but let me show you how it's really done." Applejack said at Rainbow Dash's smug expression.

"Next up is Applejack!" Phantom said.

Applejack kicked the target with one leg shattering it and sending the bell to the sky.

"Applejack wins event two!" Phantom shouted while Fluttershy put a point on Applejack's score.

**"Event three, Spike shaking!", **Phantom shouted, "in this event, the contestants will be shaking Spike off their backs. Once again, the fastest time wins! First up, Applejack!"

"Why me?" Spike ask, wearing a big cowboy hat.

Jumping around, Applejack managed to throw him into a haystack in 10 seconds.

"Ready for another pony ride?" Rainbow Dash ask, heading to the center.

"Go!" yelled Phantom.

Jumping up and down, it took Rainbow Dash 5 seconds to shake off Spike.

"Rainbow Dash wins!" Phantom yell, catching Spike before he could crash into the scoreboard.

**"Event four lassoing, **in this event Spike will be the bull. The first to wrangle him wins!", Phantom yells, "and go!"

The event went by very quickly due to Applejacks natural skill with a rope while Rainbow Dash tied herself to a tree.

"Applejack wins!" Phantom yell before helping Rainbow Dash down.

"Thanks, Phantom." she said blushing.

"Anytime." he said before moving back to the arena.

**"Event 5 ball bouncing, **the contestants will bounce balls until one of them falls. The skill is in favor of Rainbow Dash, but Applejack might win." Phantom said handing them balls.

"And...go!" he shouted.

Predictably by all, Applejack's balance was not in it and she fell giving the win to Rainbow Dash.

"And that's another point for Rainbow Dash." Phantom said before helping Applejack up.

"Thanks Phantom." She said blushing.

"Like I said before, anytime." he said heading back to the arena.

**"Event 6 hay bale tossing, **the contestants will throw these hay bales. The furthest wins!" Phantom said.

"And...go!" he shouted before seeing all of Ponyville in the stands and some of Cloudsdale in the clouds.

Rainbow Dash threw her bale with power, easily sending it to the end of the range. Applejack's, however, went just further and landed on top of Rainbow Dash. Wincing, Phantom took the hay bale off of Rainbow Dash while angel put a point on Applejack's score.

**"Event 7, hoof wrestling! T**his event is a simple hoof wrestle, no description needed." Phantom said to the crowd that Twilight still hadn't noticed.

Applejack put up a good fight, but she just fell short of Rainbow Dash's strength.

"Rainbow Dash wins!" Phantom yelled.

**"Event 8, hoofball kicking! **This is also simple, just like hay bale tossing whoever gets further wins!" Phantom said, before placing two hoofballs in front of Rainbow Dash and Applejack.

This was a no brainer, just like in the bucking strength, Applejacks ball went further than Rainbow Dash's.

"Applejack wins!" Phantom said.

"Mares, gentlecolts, and fillies of all ages! We have reached the halfway mark and the contestants are tied with four all." announced Phantom.

"Who are you talking to?" Twilight ask.

"Them!" Phantom said gesturing to the cheering crowd.

"I don't know how you missed them. They were cheering half the time." Spike said.

**"Event, 9 push ups!** Now it's time for a test of strength and will the first pony to reach one hundred push ups wins!" Phantom said.

"98...99...100!" the crowd counted before cheering as Rainbow Dash used her wings for the final push up.

"Yes!" she said still flapping.

"Rainbow Dash wins." Phantom said before helping up Applejack.

"Be a good sport, Applejack." She muttered under her breath.

**"Event 10, long jump! **Once again no description needed, whichever pony leaps the furthest wins!" announced Phantom before Applejack began her run up leaping through the air.

Applejack fell just short of the end of the sand pit. Looking back, she challenged Rainbow Dash to do better as Rainbow Dash flew. She saw she was going to fall short of Applejack's landing, once again using her wings, she hopped over it and landed ahead of Applejack's mark before walking off not seeing Applejack glare after her."

Rainbow Dash wins again!" Phantom shouts shaking his head.

**"Event 11, Chick delivering! **The contestants must cross this muddy patch without the chicks leaving their back. Whoever has the most chicks still there when they reach the chickens wins!" Phantom exclaim while pinkie tested to make sure it was muddy enough.

"And...go!" he said getting the okay.

Applejack was confident about this and crossed without feeling the chicks leave her back. Rainbow Dash used her wings to keep the chicks from getting muddy.

"Rainbow Dash wins!" Phantom yelled before dumping them in tubs of water and could help, but to chuckle at their at him.

**"Final event, tug o war!** Alright everypony, the final event is here. A simple tug of war to decide who wins!" Phantom said.

Applejack using her strength nearly pulled Rainbow Dash into the mud. Rainbow Dash using her wings prevented that and pulled Applejack over the mud.

"That's not fair!" Applejack said.

"Huh?" Rainbow Dash ask.

"Your using your wings, that's cheating!" Applejack continue.

Unfortunately due to the rope in her mouth no one could understand her.

"I said...", Applejack began before realizing what happened.

"Uh oh!" she said falling into the mud.

"And Applejack wins the final event!" Phantom shouted, putting two points on Applejack's score.

"What?!", Rainbow Dash shouted, "but I pulled her into the mud!"

"True, you did pull her into the mud, but once your over the line you lose. The mud is just for extra humiliation." Phantom explain.

"Well, I still won.", Rainbow Dash, "I' am the Iron Pony."

"You cheated!" Applejack yell.

"What was that?" Rainbow Dash ask, flying down to the ground.

"You used your wing power to win half those events!" Applejack accuse her.

"Sounds like sour apples to me." Rainbow Dash exclaims.

"I'm afraid Applejack is half right, Rainbow Dash." Phantom said, walking up.

"She is how?" Rainbow Dash ask.

"While using your wings is not prohibited, it is considered bad sportsmanship among the professionals. If a Pegasus is up against an earth pony or unicorn then they need to make sure they play fair and give them a chance." Phantom explain.

"How do you know this?" applejack ask

"This is one of my favorite pastimes back in Canterlot. I never missed a contest.", Phantom explain, "I know the rules and all the inside outs of the competition. So how about this the annual running of the leaves is tomorrow? How about you two race each other in it." Phantom suggest.

"Deal!" Applejack and Rainbow Dash said.

"Alright now to make this fair, Rainbow Dash no wings." Phantom said.

"Fine." Rainbow Dash said.

"I'll see you tomorrow, bright and early." He said before walking off.

* * *

**The next day, Phantom's pov,**

"Hurry up Twilight and Phantom!" Spike said.

"Why are you so excited Spike? The run is for ponies." Twilight said.

"Because I want to be the announcer today!" Spike said.

"Sorry Spike, the mayor was impressed with me yesterday and wanted me to go up with Pinkie, look she even gave me a megaphone." I said showing it off.

"Ladies and gentlecolts.", Pinkie said through a megaphone, "you all know me as Pinkie Pie, your usual eye in the sky announcer, but this time the mayor has given me a co-announcer. You all know him as Phantom!" She said.

"I'll see you later Twilight." I said, jumping into the blimp.

"Later Phantom!" She calls back.

* * *

**3rd person pov,**

"As everypony knows the running of the leaves is very important because without it the autumn leaves would never fall!" Pinkie shouted.

"And for those of you who were there yesterday, this is also a race between Applejack and Rainbow Dash to determine who is the true iron pony!" Phantom shouts before giving Pinkie a high hoof.

Stretching, Applejack was getting ready when she saw Rainbow Dash.

"Hello Applejack." Rainbow Dash said.

"I thought we said no wings." Applejack said letting Phantom hear her.

"Please, I could win this with both wings tied behind my back." brag Rainbow Dash.

Two minutes later, Applejack finished tying up Rainbow Dash's wings.

"There we go trussed up like a turkey.", Applejack exclaim, "well a turkey that can't fly any way."

"Very funny." Rainbow Dash said sarcastically.

"And for all those who are here for the race between Applejack and Rainbow Dash, Rainbow Dash will be racing without her wings." Phantom shouted.

"All ponies to the starting line!" Pinkie said.

"Hey Pinkie! Phantom!" Spike yell.

"Oh hey Spike, what's up?" Phantom ask.

"Oh it's us, we're up." giggled Pinkie while Phantom rolled his eyes.

"Hey I was just wondering if I could..." Spike said before getting cut off by a rope.

"Get up here already Spike." Phantom said with a grin.

"Really?" He ask.

"Yep!" Pinkie said.

"You can keep an eye on the things we miss." explained Phantom.

"Cool!" Spike said before grabbing the rope.

Getting ready, they saw a scroll disappear.

"Twilight what are you doing?" Rainbow Dash ask.

"I'm racing." Twilight replied to the amusement of Applejack and Rainbow Dash.

"Twilight stop playing around. You and I both know why you're down there." said a smug voice from the sky.

Looking up, she called back, "Oh yeah and what do you think I'm doing, Phantom?"

"Phantom says that your only down there to see how the running of the leaves works so you can join in next year!" Pinkie said.

"Why would I be doing that?" Twilight said fighting a blush.

"Because you always liked learning new things." Phantom said before dropping a camera which Twilight caught.

"What's this for?" She called up to him.

"Snap me a few pictures will ya?" He said to the amusement of all listening.

Sighing Twilight put the camera away while Applejack and Rainbow Dash laugh their hinds off.

"All runners to the starting line!" Phantom called as they did.

"On your marks..." began's Pinkie.

"Get set..." continued Phantom.

"Go!" finished Spike before blowing a whistle he found.

"Hey! I was looking for that." Phantom said.

"You know Phantom and Spike, despite the name, the leaves don't actually do any of the actual running that job is left to my little ponies." Pinkie said.

"Yes Pinkie." Spike said.

"It's the running of the ponies that causes the leaves to fall. Those lazy, lazy leaves." said Pinkie starting to hear a few chuckles from Phantom.

"But this year's running of the leaves is more than getting the leaves to fall. It's about a race two ponies want to win, Rainbow Dash and Applejack!" Phantom said.

"You know Pinkie, these two ponies have a bit of a grudge match going on, trying to see who's most athletic." Spike said to the interest of all listening.

"Yes and grudge rhymes with fudge and I like fudge!" Pinkie said.

Snickering slightly, Phantom turned to the back.

"Hey Twilight! You look like you've got some great pictures, but toss the camera back up and I'll try and get some over head shots!" Phantom call.

"Okay!" was the reply before the camera fell into the basket.

"Thank you!" He called before snapping some pictures.

"And out in front is Applejack and Rainbow Dash, they are neck and neck!" He said still taking photos.

"And Applejack pulls ahead using some of that raw workhorse power!" Pinkie said.

"Heh, not so easy without wings is it?" panted Applejack.

"Come on Rainbow show em a little dash." Rainbow Dash said before catching up.

"Hold up Pinkie, Rainbow Dash is catching up!" Spike said.

"These will make a great scrapbook." mutters Phantom as he look at the pictures.

"Didn't think I'd let you get off that easy did ya A.J.?" Rainbow Dash ask.

"Nope." Applejack said before tripping.

"I don't believe it!" Applejack said, after the others passed her.

"I know, isn't it beautiful." Twilight said, walking up next to her.

"Not the scenery Twilight, Rainbow Dash just tripped me." Applejack said.

"No she didn't." Twilight said.

"Yes she did." Applejack said.

"She did not and if you slowed down and looked you would see that you tripped over a rock." Twilight said, pointing behind her.

"Oh hayseed!" Applejack said, "now I've got a lot of ground to make up to catch Rainbow."

"Just be careful!" Twilight calls, before walking off again.

Rainbow Dash was running proving why her name was Rainbow Dash. Looking behind her and seeing nothing, she slowed down and took a little breather while Applejack caught up.

"See you at the finish line!" She called passing Rainbow Dash.

"Look at this!" Phantom shouted snapping pictures.

"After a huge setback, Applejack is back at the front of the back." Spike said, climbing onto Phantom's back to get a better view.

"She's the head of the pack all right. The pick of the litter the cat's pajama!" Pinkie shouted.

"Oh wait! Why would Applejack take some poor kitty's pajamas? That's not very sporting of her." She said to the strange looks of Phantom and Spike.

"Okay...", Spike said, "let's get back to the race."

"Not so fast Applejack!", panted Rainbow Dash, "this race isn't over yet."

"It is for you." Applejack said speeding up and pulling away getting over her.

Shock, Rainbow Dash sped up only to trip.

"She was about to get up when the other ponies passed her.

"I don't believe it!", she said, shaking off the leaves, "Applejack tripped me!"

"Doesn't anypony watch where their going?" Twilight ask as she ran next to her.

"You tripped on a stump, see?" She said pointing to it.

"Oh I see..." Rainbow Dash said.

"A big cheater, is what I see." She said with venom in her voice.

"Rainbow, Applejack would never cheat. It was just an accident." Twilight said.

"Sure it was." Rainbow Dash said sarcastically.

"Just remember Rainbow, it's just a game." Twilight said, before heading off again.

"Sure it is." mutters Rainbow Dash.

"And the rules have changed, two can play at that game." She said with a smirk.

"Welcome to the middle stretch everypony! I'm Pinkie Pie, that's Phantom, and our co-announcer Spike!" Pinkie said.

"Rainbow Dash has caught up and once again they are neck and neck." Phantom said getting some pictures.

"Hey Rarity!" He calls to the white unicorn.

"Yes?" she calls back.

"Run ahead and try and get me some pictures from the front will ya." He calls, dropping the camera.

"Okay!" She yells back before running up to the cross roads.

"Thank you!" He yells after her.

"And Rainbow overtakes Applejack!" calls Spike.

"Look ma, no wings!" Rainbow Dash shouts to Applejack before speeding up.

"And as the two racers enter Ponyville's white tail woods, Rainbow Dash is back in the lead." Phantom said.

"Without a doubt, this is the most exciting running of the leaves ever!" shouts Pinkie.

Rainbow Dash was running in first when she sees a branch. Pulling it back, she let's go and it smacks Applejack in the face.

"Hey Rainbow!" she yells to her retreating form

"And Rainbow Dash has just done an illegal racing move!" shouts Phantom.

"Why that little cheater did that on purpose!" Applejack gasp.

"It's on." She said heading to the branch.

"What's this? Applejack is using her own tricks." Pinkie said.

"Yes she is!" Spike said.

"She's using the branch to get ahead!", Phantom said, "another illegal racing move! I should call her out on that, but because I didn't on Rainbow Dash, I'll let it slide."

"Later." Applejack said as she flies past Rainbow Dash kicking a tree.

Applejack made a beehive fall down and the bees came out and spotted Rainbow Dash.

"Yaaaaaaah!" Rainbow Dash shouted, running past Applejack, bees chasing her.

Diving into the bushes, she landed on rarity.

"Ouch!" yelps Rarity.

"Shh!" Rainbow Dash said, putting her hoof in Rarity's mouth.

"Phew." She said as the bees passed.

"What are you doing Rarity?" Rainbow Dash ask, climbing out of the bushes.

"Phantom asked me to get some pictures from the front." Rarity said, pulling out the camera.

"You alright Rarity?" ask the mentioned voice.

"Just fine, thanks!" Rarity calls back.

"Right, well hold still." She said before snapping a picture of Rainbow Dash.

"Alright off you go." Rarity said before heading off, not seeing Rainbow Dash flip the sign over to point the wrong way.

"And Rainbow Dash has just pulled one of the oldest tricks in the book!", yell Pinkie, "let's see what happens."

Applejack quickly got to where Rainbow Dash was, getting stopped by Rarity as she was momentarily blinded by the camera flash.

"Rarity, what are you doing?" She ask.

"Phantom wanted me to get some pictures from the front." explain Rarity.

"Now go, you have to catch up." She said before waiting for the rest of the runners.

"And thanks to Rarity, Applejack did not fall for the trick!", shouts Phantom, "excellent work Rarity."

"Thank you." she yelled back.

"This is the most interesting running of the leaves in history!" Pinkie said.

"With the most interesting announcing." muttered Spike to a snickering Phantom.

Seeing where they were, Applejack smirked and kicked a bucket, spilling sap on the track. Not seeing it in time, Rainbow Dash was promptly stuck, oh and a surprise, upset, Rainbow Dash is stuck in some sap seeing Applejack ahead of her. Spurred, Rainbow Dash on walking she got two hoofs out of the sap before being flung back, however, being flung back with such power flung her forward and the sap snapped letting Rainbow Dash fly past Applejack, causing her to spin out of control.

"I don't believe this! Rainbow Dash has turned Applejack into a whirlwind!" Phantom said before feeling something fall on his head.

Picking it up, he saw it was the camera.

"Thank you Rarity." He yelled.

"No problem!" she yelled back before heading to wait by the finish line.

The Applejack tornado sucked up Rainbow Dash and dumped them on a mountain. Shaking of their dizziness, they glared at each other before seeing the ledge they were on cracking. Sliding down the mountain, they stopped behind the others.

"Forgive me girls.", Twilight said, "I know I'm not an athlete, but shouldn't the running of the leaves involve actual running?" then pass them.

"I think Twilight's right." Rainbow Dash said.

"You do?" Applejack ask.

"Yep, if you want to beat me, you better run!" She said before dashing off, Applejack close behind.

"And once again Applejack and Rainbow Dash are neck and neck." Phantom said.

"Oh, I can't wait to see who will win." Pinkie said.

"Yep." agree Spike and Phantom.

Seeing the finish line, Rainbow Dash started ramming Applejack.

"Oh and another illegal play by Rainbow Dash!" Phantom said.

"Quit it!" Applejack said ramming her back.

"No, you quit it." Rainbow Dash said.

"You started it." Applejack said angry.

"And now I'm finishing it!" shouted Rainbow Dash pulling ahead.

"Oh no you don't!" Applejack said before pulling Rainbow Dash's tail to get ahead.

"Oh and Applejack has just lost what little sportsmanship she had left." exclaim Phantom.

"Oh yes I will!" Rainbow Dash said pulling Applejack's tail.

"And what a surprise, Rainbow Dash does it as well." Spike said.

"Oh no you don't!" Applejack said grabbing the rope tying Rainbow Rash's wings to her back.

"That's it, all bet's are off!" Rainbow Dash yelled starting to fly.

"Oh no you don't!" yelled Applejack leaping onto Rainbow Dash's back knocking them to the ground as they traded blows and cross the finish line.

"It's a photo finish!" Phantom said.

"I should say who crossed first, but that would be wrong so the winners are all the other runners!" he yelled gesturing to everyone else who had participated.

"What?" yelled Applejack and Rainbow Dash.

"It's for the best." Phantom said.

"I'm disappointed in the both of you. Rainbow Dash, you started it but Applejack you fell for it and returned fire. I had no problem with the using the branch to catapult yourself because it wasn't harming anyone.", Phantom exclaim, "but the bees were too far, so neither of you win in my opinion, but let's go to our co-judges Pinkie Pie and Spike."

"It was a tie!" yell Pinkie.

"I agree with Phantom." Spike said.

"And the others won because they raced fairly. I got fifth." Twilight said walking up to them, "because I paced myself like my book said and when everypony else was worn out, I sprinted to the finish."

"Twilight beat us?!" yelled Rainbow Dash.

"With you two horsing around, it was quite easy." Twilight said.

"Couldn't have said it better myself, Twilight." Phantom said jumping out of the blimp as it landed.

"Your right Twilight and Phantom." Applejack said.

"We weren't very good sports." Rainbow Dash agree, kicking the ground.

"Sounds to me like an important lesson was learned." said a regal voice as everypony bowed.

"Princess Celestia!" exclaimed Applejack, Twilight, and Rainbow Dash while Phantom snickered as he bowed.

"What are you doing here?" Applejack ask, bowing.

"Fall is one of my favorite seasons, so I came here to celebrate the running of the leaves.", explained Celestia, "Phantom, Luna says hello and is very pleased with what you put in your last letter."

"Thank you Princess Celestia." He said bowing again.

"I'm sorry you had to see us be poor sports." Applejack said shamefully.

"That's alright." Celestia said.

"It's easy to get swept up in the thrill of competition. It's always easy to remember that friendship is more important than the competition." Twilight said.

"Eeyup!" Phantom said.

"Also, I asked Apple Bloom to pick up your spare hat. I had a feeling you might need it." He said handing it to her.

"Thank you Phantom." Applejack said blushing.

"Exactly Twilight." Celestia said.

"Now because the two of you were pulling tricks instead of shaking down leaves, many of Equestria's lovely trees are still covered." She said as Applejack and Rainbow Dash looked over the trees that still had leaves on them.

"We'll be happy to shake those leaves down lickety split." Applejack said before turning to Rainbow Dash.

"What do you say friend, wanna run?" She challenged.

"I would love to stretch my legs." confirmed Rainbow Dash before the two of them dashed off leaving the smiles of their friends behind.

"Want to join them, Twilight? I want to stretch my legs after sitting in that blimp for so long." Phantom ask.

"Of course, please excuse us Princess Celestia." Twilight said before bowing.

Celestia smile as she watch the two Unicorns race after them smiling as she remember the two little fillies that did everything together.

* * *

**Yo ETRIGAN THE DEMON here big reminder the poll for Phantom's pet is on my profile and the poll for pairing is on Phantom Fan 21's profile, so get voting, get your friends to vote, all votes are appreciated ETRIGAN THE DEMON OUT!**

Phantom Fan 21 here, A little up date, my filler chapter is going to take longer then we thought so we will be doing the episodes first and once it done it will be added. So sorry about that but it taking loner then thought. Please review.


	14. suited for success

**Hello, ETRIGAN THE DEMON here with another chapter. Now before we start, I have received a review on my other story asking for a sequel, so this is a disclaimer, I will only do stories if you have an account. So I can put your name in here and if I do a story for you, you do a story for me ok? I don't mean to sound rude. but those are my conditions. Now on with the show.**

* * *

**Chapter 14 ****Suited for Success**

**Rarity's pov,**

"Oh Opalessence, can you believe it?" I ask her excitedly.

"Moi, stepping out of a stunning new gown at the Grand Galloping Gala in Canterlot!" I finish before grabbing the fabric she was sleeping on making her fall to the ground.

She meowed at me.

"Why yes I did make it myself, thank you for asking." I said, heading over to my sewing machine.

"Oh Opal, of course you can help me, thank you!" I said in response to her meowing.

Putting her on the table, I give her the pin sack to hold.

"What's that?" I ask at her muffled meowing.

"You want to help me more? Well aren't you the sweetest thing." I said, giving her more things to hold before wrapping the fabric around a mannequin, not seeing the things fly off of Opalessence in a black glow.

"Now don't move! This shouldn't take long at all." I said pulling thread through the fabric.

"Why not? I'm not doing anything." said a familiar voice.

Startled, I turn around to see Phantom holding the stuff I gave Opalessence in his magic while she was asleep on his back.

"Oh Phantom! You startled me." I said before letting out a breath, "what brings you here today?"

"Today I usually help around Sugarcube Corner and Sweet Apple Acres.", he tells me, "but I thought I should help someone else today. So I thought 'Rarity, she could use some help' and here I am."

"Well, that is very nice of you.", I said before turning back to the dress I'm making, "could you please pass me a pin and some thread?"

"Here you go." I hear before getting the items passed to me.

"So what else is happened with you?" I ask as I sew.

"Not much, a few ghosts have dropped by and one of them told me he's been hearing some disturbing rumours." He answers.

"Really?!", I ask sequins, "please?"

"Yes.", he said, "some of the other fillies are bullying the ones without cutie marks.

"Oh dear!", I said, "what's his name?"

"He's called Sydney Poindexter, he was bullied to suicide because he didn't have a cutie mark. He got his right then. He was a champion at taking beatings and putting up with bullies, but it became too much. So he likes to make sure no one else gets bullied like he was. Since he can't interact directly he comes to me." He explain.

"That's awful!", I gasp stopping my sewing, "that poor filly."

"He's much happier now." Phantom said.

"He's finally got friends." I explain with a smile lying on a cushion, careful not to disturb the sleeping cat.

"So what's been happening with you?" He ask me.

"Well, I am making a dress for the Grand Galloping Gala.", I said before getting an idea, "that's it! Phantom, I am going to make you a suit."

"Why thank you Rarity, but I'm quite happy with the one you made me before the swarm." He said

"Oh, but this one will be for the Grand Galloping Gala!", I exclaim, "you just sit right over there and I'll get to work!"

"If you insist." He said, before walking over to one of the model platforms.

* * *

**3rd Person Pov,**

Knocking a few times, Applejack opened the door for her and Twilight.

"Howdy Rarity!" Applejack said, walking in.

"Shh!" Phantom shush them, "she's concentrating."

"What is she making?" whispered Applejack.

"That's a surprise." whispered Phantom before shutting his mouth and refusing to say another word.

"It looks like a dress." Twilight said.

"Makes sense. This is a dress makers shop." Applejack replied.

"Is there something I can help you with?" Rarity asked them.

"So sorry to bother you Rarity, but I need a quick favor.", Twilight said, pulling out an old dress, "can you fix a button, it's my dress for the Grand Galloping Gala."

"Twilight, you've had that dress since you were 10! I think you need a new one." Phantom said, looking himself over in the suit Rarity made him.

"I have to say Rarity, this is a very nice suit, I especially like the cape." He said.

"Thank you Phantom. I decorated it to look like stars." She said proudly.

"Which is one of my favorite parts." He said before turning back to the others.

"But seriously Twilight, I'm not even sure it still fits you." He said looking over it.

"And the design is absolutely horrible!", Rarity gasp, "tell you what I'll make you a whole new dress! It would be my pleasure."

"Oh that's sweet Rarity, but I can't let you do that it's so much work this dress is fine." Twilight said.

"Twilight Sparkle, I insist on making you a new dress." Rarity said.

"But..." began Twilight before getting cut off.

"Not another word! I won't take no for an answer." Rarity finished.

"Well in that case, thank you for your generosity Rarity. Knowing your handy work, I'm sure it will be just beautiful." Twilight said.

"Agreed." Phantom agree before finding black bow tie and putting it on.

"Perfect! What do you think?" he asks Twilight and Applejack, only to see them with their jaws dropped and eyes wide.

Chuckling he waved his hoof in front of their faces snapping them out of their stupor.

"You look amazing Phantom!" Twilight said.

"Yeah!" agrees Applejack blushing.

"Let me guess, you don't want a new gown either?" Rarity asked Applejack.

"Gown?", She said, "shoot, I was just going to wear my old work duds."

"You can't be serious, Applejack!", gasped Rarity, "you simply must wear formal attire.

"Hm... Nah!" Applejack said.

"I have to agree with Rarity, Applejack.", Phantom said, "formal attire is mandatory at the Grand Galloping Gala."

"Really? I didn't know that." Applejack said, "fine then. Rarity, since your offering and all, just don't make them too frou frouy."

"Deal!" Rarity said before they heard a shout.

"Look out below!" yelled Rainbow Dash before crashing through the roof and into some mannequins.

"Sorry, new trick. Didn't quite work." She said getting up.

"Hm... idea!" Rarity nearly sang, "I'll make you an outfit for the gala too Rainbow Dash."

"Outfit for the what now?" Rainbow Dash ask confused.

"I'll make one for you and you and and everyone, except Phantom, and I can't forget Pinkie and Fluttershy.", Rarity said excitedly, not hearing Rainbow Dash, "and then we can hold our very own fashion show."

"That is a wonderful idea! If your sure you can handle it Rarity." Twilight said.

"Oh it will be a bit of work, but it will be a great boost for my business." Rarity said, grabbing fabrics and giving them to Phantom.

"And I'll be helping." he said.

"I forgot to ask, what are you doing here?" Twilight ask.

"Well you know I usually help Sugarcube Corner and Sweet Apple Acres, so I thought why not give someone else some help and came here to see if Rarity wanted any." Phantom explain.

"Makes sense." Twilight said thinking on it.

"Oh thank you Phantom!" Rarity said with a faint blush at his smile.

"Then it's settled! We'll have a fashion show, starring us!" She said.

"Yay!" said the others.

"Wait, so you have to make one, two, three, four, five, including yourself, six dresses lickety split?" Applejack ask.

"Oh Applejack! You make it sound hard." Rarity chuckle.

"Besides I'm helping her." Phantom added before the two got to work.

* * *

**(ahem here we go another song part enjoy)**

**Thread by thread, stitching it together!**

**Twilight's dress cutting out a pattern snip by snip.**

**Making sure the fabric folds nicely,**

**it's the perfect color and so hip!**

**Always got to keep in mind my pacing**

**making sure the clothes correctly facing,**

**I'm stitching Twilight's dress!**

**Yard by yard fussing on the details,**

**jewel neckline don't you know a stitch in time saves nine!**

**Make her something perfect to inspire**

**Even though she hates formal attire**

**got to mind those intimate details,**

**even though she's more concerned with sales,**

**it's Applejack's new dress!**

**Dress makings ****easy!**

**For Pinkie Pie something pink,**

**for Fluttershy something breezy,**

**Blend color and form, do you think it looks cheesy?**

**Something brash perhaps quite fetching,**

**hook and eye, couldn't you just simply die!**

**Making sure it fits forelock and crest,**

**don't forget the magic in the dress!**

**Even though it rides high on the flank**

**Rainbow won't look like a tank,**

**I'm stitching Rainbow's dress!**

**Piece by Piece, Snip by Snip,**

**Croup Dock Haunch, Shoulders Hip,**

**Thread by thread, Prime and Press,**

**Yard by yard, never stress,**

**and that's the art of the dress!**

"That's it keep moving. Don't look. Okay you can look!" Rarity said as Phantom took off the blindfolds.

"These are your new outfits!" She said at the others as their jaws dropped.

"What do you think of your old duds now Applejack?" Phantom ask smirking.

"And Twilight, I designed your one personally." He said.

"And I colored each of them to reflect your personalities. Oh! It took me forever to get the colors right on your one Rainbow Dash, but I did it and it looks fantastic!" Rarity said.

"And I know your going to love yours Fluttershy! It just sings spring!", She said before turning to Pinkie's, "this one is Phantom's as he knows more about you than me. Look it pink! Your favourite, aren't they just amazing?" Rarity nearly squealed.

"I don't like the looks of this." Phantom whisper at uncomfortable silence.

"What's the matter?" He asked, eyebrow raised.

"They're great, but..." began Twilight.

"Mines just not as cool as I was expecting." Rainbow Dash said.

"What?" He asked.

She replied at the others glares.

"It's fine." Rarity said.

"We'll redo them." Phantom sigh.

"Oh no, you don't have to do that. They're fine." Fluttershy whisper.

"It's okay." Rarity said, taking them down.

"Well in that case, thank you again Rarity and Phantom." Twilight said before leaving with the others.

"What have we gotten ourselves into?" wonder Rarity and Phantom as they looked at each other.

**Now the stars on my belt need to be technically accurate,**

**Orion has three stars on his belt not four.**

**Stitch by stitch, stitching it together!**

**Deadline looms, don't you know the clients always right!**

**Even if my fabric choice was perfect,**

**gotta get them all done by tonight!**

**Pinkie Pie the color is too obtrusive,**

**wait until you see it in the light.**

**I'm sewing them together!**

**"Don't you think my gown would be more me with some lollipops?"**

**"Well I think..."**

**"Balloons?"**

**"Well..."**

**"Do it!"**

**Hour by hour, one more change.**

**I'm sewing them together take great pains.**

**Fluttershy you're putting me in a bind,**

**Rainbow Dash what is on your mind,**

**Oh my gosh there's simply not much time,**

**Don't forget Applejack's duds must shine!**

**Dressmaking's easy,**

**Every customer's call,**

**brings a whole new revision,**

**have to pick up the pace still hold to my vision.**

**"That constellation is canis major not minor."**

**"French haute couture, please"**

**"Eeeh..."**

**"What if it rains? Galoshes!"**

**"More balloons! Oh no that's too many balloons."**

**"More candy! Oh less candy."**

**"Oh wait I know streamers!"**

**"Streamers?" **

**"Whose dress is this?"**

**"Streamers it is."**

**"What?"**

**"Aren't you going to tell me to change something too?"**

**"No I just want my dress to be cool."**

**"Do you not like the color?"**

**"The colors fine just make it look, cooler.**

**"Do you not like the shape?"**

**"The shapes fine just make the whole thing you know, cooler."**

**"It needs to be about 20% cooler."**

**All we ever want is indecision,**

**all we really like is what we know,**

**gotta balance style with adherence,**

**making sure we make a good appearance,**

**even if you simply have to fudge it,**

**make sure that it stays within our budget!**

**Got to overcome intimidation,**

**remember it's all in the presentation!**

**Piece by piece, snip by snip,**

**croup dock haunch, shoulders hip,**

**bolt by bolt, prime and press,**

**yard by yard, always stressed**

**and that's the art of the dress!**

* * *

**(back to the story)**

"Phew!" they both said as they collapse.

Looking over at Rarity, Phantom brings over a hairbrush and puts it like it was before.

"There you go Rarity." he said before collapsing next to Opalessence.

"Thanks Phantom." Rarity said.

"Oh Phantom, these are the ugliest dresses I've ever made!" She said looking them over now.

"Don't feel so bad Rarity, the first time I tried to control my abilities with ghosts lead to me getting a few bruises and even now sometimes when I make cupcakes down at Sugarcube Corner, I burn them." Phantom said lying next to her.

"Thanks Phantom." she said, hugging him a faint blush on her cheeks.

"We've made you all new dresses, now tell me what you think, don't hold back." Rarity said.

"Wow, it's exactly what I asked for!" The others said.

"Thank you Rarity and Phantom." Twilight said.

"Are you as happy as we are? Huh? Huh? Huh?" Pinkie ask.

"We are happy that you're happy and glad that we are finally done." Phantom said.

"Now if you'll excuse me, I'll be passing out now." he said before collapsing onto a pillow.

He was just about to fall asleep when the door busted open revealing Spike.

"Hey you guys know of Hoity Toity right?" he asked.

"The big wig fashion designer from Canterlot?" Twilight ask back.

"Yeah! Well guess what, he heard about your fashion show and is coming here." Spike said.

Shooting up, Phantom whisper, "This can't end well.", to Rarity. Rarity nodded and started shaking.

* * *

**That night Phantom's pov,**

Looking out with Rarity, I see a lot of ponies who had come to see Rarity's work. Looking over, I saw D.J. Pon3 on the music and then we saw him, Hoity Toity, as he sat down. Rarity began to get really nervous. Dragging her back behind the curtain, I gave her a paper bag to breath into and started to brush her mane making sure that her trademark curls were perfect. Looking over at the others, I can see they were sure that Hoity Toity would love their outfits. Gulping, I turned back to Rarity and gave her a reassuring smile as they went out one by one. They saw the crowd start booing those clothes.

"Look like a mish mash of everything, but the kitchen sink." Hoity Toity said, making everypony laugh.

"It's a travesty that's what it is. Those outfits are the ugliest things I haver laid eyes on. For shame." he continued.

"Who is responsible for subjecting our eyes to these horrors not to mention wasting my valuable time?" he finished shaking his head at the others.

Phantom lead Rarity back to her boutique after leaving a note for the others.

* * *

**The next day,**

I was chatting with Rarity trying to make her feel better. I even had Undergrowth bring flowers. Nothing was working, so I was chatting with Dora to see if she would like to try and cheer her up when I heard a knock.

"Rarity, are you okay?" Pinkie ask through the door.

"I'm never coming out! I can't show my face in Ponyville again!" She wailed.

Walking out and closing the door behind me, with a cross look on my face.

"You made her look like a fool in front of one of the leading designers in Canterlot!" I said.

"We didn't mean too." Applejack said.

"Well, it's a bit late for that isn't it?" I said upset.

"Now until Rarity feels better, I'll be staying here, so good day to you!" I finish, walking back through the door and shutting it behind me.

"Come on Rarity cheer up, you still have friends here." I said

"Leave me alone, I'm so pathetic!" She yells at me.

"No!" I say giving her a hug.

She hugged me back crying on my shoulder until I heard her fall asleep. Setting her on her bed, I conjured up a couch and waited for Rarity to wake up.

* * *

**3rd person pov,**

"Well now what do we do?" Twilight ask.

"Panic?" Fluttershy suggest.

"That's your answer for everything!" Rainbow Dash said to Fluttershy.

"Well, we can't just leave Rarity like this." Applejack said.

"She'll become a crazy cat lady." Pinkie Pie said.

"She only has one cat." deadpanned Twilight.

"Give her time." Pinkie replied.

Twilight looked through the keyhole seeing that Rarity was asleep and Phantom on a couch with Opalessence, eyes green chatting to someone she assumed was a ghost then she saw it the dress Rarity was working on before they came in with their requests.

"Perfect!", She said, "we'll finish Rarity's dress!"

"One second." She said before using the sleep spell on Phantom.

"What's happening?" Dora ask, seeing Phantom's eyes glass over.

"Someone use a sleep spell...zZz." Phantom said before falling asleep.

Opening the door, Applejack made sure he was sleeping then they took the dress out a started to get to work on it.

* * *

**Phantom's pov,**

I awoke to see Rarity looking in the mirror thinking about exile.

"Damn, Twilight." I said getting up.

Stretching, I made the couch disappear before walking over to Rarity.

"Hello Phantom." She said with a smile.

I was about to say something when I heard Opalessence meowing.

"Opal!" Rarity gasped before opening the window.

"How did you get up there?" She ask, "hold still we'll get you! Come on Phantom.

"On it!" I say following her out the door.

Reaching the tree we looked up to see Rainbow Dash.

"Rainbow Dash! How dare you whisk my poor little Opal up there!" Rarity said.

"It was the only way to get you to see this!" she said pointing to the others.

Moving aside, they showed us the dress Rarity was making before this started.

"We finished your dress for you." Pinkie said.

"Thanks to Fluttershy's freaky knowledge of sewing!" Applejack added.

"Do you like it?" Fluttershy ask

"Like it? Like it?!" Rarity ask.

"Oh no, she doesn't like it." Fluttershy said sadly,

"Right, I don't like it." Rarity said.

I grin knowing what was gonna happen next.

"I _love_ it!" Rarity said

"Yay!" The others cheer.

"You ponies did an amazing job! It's just how I imagined it!" She said.

"We just followed your amazing design." Fluttershy explain.

"Like we should have done for our outfits. Those first dresses were perfect." Twilight said.

"Now you admit it." I said shocking the others.

"You knew?" They ask shocked.

"Yep! It was there, locked deep in your brain. You knew they were perfect, but didn't want them because they didn't have your likes." I said smiling.

"My suit, however, was perfect the way it is and I wouldn't change a thing." I finish, making Rarity blush.

"We're so super sorry." Pinkie said.

"You two worked hard to make our dresses the way we wanted them." Rainbow Dash said.

"And we all saw how well that turned out." She said removing Opalessence from her back.

"We forgive you.", Rarity said, "but my whole career is still ruined."

"Oh! Right. That." Applejack said remembering what happen.

"Maybe not." I said, seeing Hoity Toity standing by the doors.

"Alright!" He said, "I haven't got all day!"

* * *

**3rd person pov,**

"Take two!" he said.

Spike shut the curtains. Phantom walked on stage in his suit surprising Hoity Toity then using his magic brought out the others outfits one by one.

**T****wilight-**"That can't be the same one as before." Hoity Toity said, lowering his sunglasses.

**Applejack-**"Magnificent and I suddenly have a craving for some dutch apple pie candied apples on a stick apple turnover and apple cobbler." He said.

**Pinkie Pie-**"Brilliant." He said before getting startled by lightning.

**Rainbow Dash-**"Oh, spectacular!" He said.

**Fluttershy-**"Now this is a fashion show." He said clapping his hoofs.

"These dresses are remarkable! Who is responsible? Step forward please." he said before getting blinded by the entrance of the final dress.

**Rarity-**"Bravo! Bravo! Magnifico! Encore!" he said clapping his hoofs again.

"Oh thank you so much!" Rarity said as all her friends stood next to each other.

* * *

**Later, Phantom's pov,**

_"Dear Princess Luna,_

_My friend Rarity and I learned a very important lesson, if we try to please everypony we may sometimes end up pleasing nopony especially yourself and my other friends learned that when a friend offers to do something for you, like make a beautiful dress, you shouldn't be overly critical of something generously givin to you in other words you shouldn't look a gift horse in the mouth._

_Your night loving student, Phantom."_

"Rarity, my congratulations on a most impressive fashion debue." Hoity Toity said.

"Would you allow me the great honor of showing your outfits in my best of the best boutique in Canterlot?" He asked.

Rarity could help but ti beam and nod her head really fast.

"Now, I'll need you to make me a dozen of each dress by Tuesday." He said.

"With Phantom's help, I can do it." She said giving him a kiss on the cheek.

"Then I wish the two of you the best of luck." He said before leaving.

"Well, let's get started." I said with a blush on my cheeks.

* * *

**Well, this was a good chapter in my opinion. Thank you for reading. Now, you readers may have notice I have been using some of Phantom's enemies, I will explain there is no Danny Phantom universe, hence no half ghost's, which mean all ghost are his friends, pariah dark is not evil and Dan will never be created, so I clear that up for some of you ETRIGAN THE DEMON OUT.**


	15. feeling pinkie keen

Phantom Fan 21 here with the next chapter. My Filler chapter is a still a work in progress and I have to take care of some chapters for now. Once I have the time, I get back to it. Enjoy this chapter, but Twilight and Phantom learn some new about Pinkie and they don't understand what is going on with her.

* * *

**Chapter 15 Feeling Pinkie Keen**

**3rd person pov,**

It was nice day in Ponyville and Twilight, Phantom, and Spike where outside trying a new spell.

"Tuh! Nuh! Uh! Nyuh!" Twilight said trying out the new spell as Phantom watch.

The leaves on Spike turn into a suit and then the stick turn into a cane. Spike then look away as he thought he heard something.

"Eyes over here, Spike!" Twilight said as Phantom rise an eyebrow.

"Uh, sorry." He said and turn back to her.

"For this to work, it's crucial we keep our concentration totally on the-" Twilight said before turning the rock into a hat.

"Ooh!" said a voice making Spike turn casing the hat to turn back into a rock and hit his head.

"Spike! This magic needs our full attention to make it happen. There's no other way!" Twilight said as she look at Spike.

"I thought you wanted to help out?" Phantom added.

"I can't help it, look." Spike said and pointed.

Twilight and Phantom look and saw Pinkie wearing an hat that looked like an umbrella dashing from place to place from a tree to a balcony and finally underneath a rock all while looking at the sky worriedly.

"Never mind her, she's just being Pinkie Pie." Twilight said.

"Super extra Pinkie Pie today." Spike say scratching his head.

"Twitchy, Twitchy, Twitch-a-twitch." Pinkie said as her tail started twitching uncontrollably.

"Pinkie Pie, what in the wide, wide world of Equestria are you up to?" Twilight asked, walking up to her.

"It's my tail, it's a twitch-a-twitching and you know what that means." She said shoving her tail in Twilight's face.

"Actually Pinkie, we don't have the slightest idea." Phantom said, walking up.

"The twitching means that my Pinkie Sense is telling me that stuffs gonna start falling.", Pinkie said, "you two should duck for cover."

"Oh Pinkie it's not going to rain. Why there's barely a cloud..." Twilight began before a frog hit her in the face.

"He just said "nice catch" in frog." Pinkie said as the frog croaked.

"Oh I'm so, so sorry." said a familiar voice.

"Are you okay Twilight Sparkle?" Fluttershy asked as the others looked up.

"Yeah she's alright." Phantom said, snickering at the frog on his sister's face.

"I just couldn't stand seeing the pond get over populated with the frogs all hopping into each other so I decided to fly as many as I can over to Froggy Bottom Bog." Fluttershy said as Phantom snickered at the frog climbing on Twilight's head.

"Of course you did." Twilight said sourly, the frog now on the side of her face.

"Bye, bye." Fluttershy said as she picked up the basket before flying off.

"Um Twilight, you got a little something on your face there." Pinkie Pie said, pointing to the frog.

"Oh really? Did your Pinkie Sense tell you that too?" Twilight ask sarcastically.

"No I could just see it." Pinkie said before trotting off.

"Oof." Twilight said as the frog used her head as a springboard.

"Hey!" Phantom said as the frog landed on his head, making Twilight laugh.

"Come on Spike, let's continue our practice session where there's a little less commotion." Phantom said, walking off with both the frog and a tick mark on his head

(AN: it is not a tick like the ones teachers give you for correct answers it is the tick like when someone is annoyed reference Pokemon for example)

"Wow that was amazing!" Spike said, jumping onto Phantom's back.

"Pinkie Pie predicted something would fall and it did!" He said excitedly.

"Oh come on." said Twilight, who had caught up.

"She had said something would fall and a frog just happened to drop onto my face at the same time. It's a coincidence, nothing more." finished Twilight as Phantom nodded his head in agreement, unknowingly shaking the frog off his head.

"My tail my tail twitch-a-twitch twitch-a-twitch." shouted Pinkie running up to them, making Phantom jump.

"Something else is gonna fall!" She shouted at them.

"Pinkie please, nothing else is going to faaaaaaalllll!" Phantom said, before he and Twilight fell into a ditch.

"Oh no, Twilight and Phantom fell." Spike said.

"Is it safe to go help them?" he asked Pinkie.

"It's okay, my tails not twitching." Pinkie said, before throwing off her hat.

"Haha, that was amazing!" Spike said, as Twilight got up, not knowing she was on Phantom's back.

"Oh please." she said rolling her eyes.

"Uh Twilight? Why are ya hanging out in a ditch on Phantom's back?" Applejack asked as she walk up.

"Because Pinkie Pie predicted it." Spike said, as Twilight off of Phantom's back, only for him to tackle her and start a wrestling match.

"Honestly Spike, she did not." grunted Phantom as he got the upper hand for a second.

"He's right, two coincidences in a row, maybe, unlikely, but it's still easier to believe than twitchy tails that predict the future." Twilight said, as she pinned her brother, making him tap the ground in submission."

"Twitchy tail? Pinkie Sense?" Applejack gasped, before diving under a nearby vegetable cart.

"Don't worry, it's safe. The prediction already came true." Spike said.

"Wait, don't tell us you believe in this too?" Phantom asked, as he and Twilight climbed out of the ditch.

"I know it doesn't make sense, but those of us who have lived in Ponyville a while have learned over time that if Pinkie's a-twitchin you'd better listen." Applejack said, before Pinkie ran in front of them.

"My ears are flopping my ears are flopping." She shouted, her ears smacking her face.

"What does that mean?" Spike asked, cowering.

"I'll start a bath for you two." She said to Phantom and Twilight.

The siblings looked at each other before laughing, Phantom rolling on the ground.

"A bath? This thing keeps getting more ridiculous by the minute." Twilight said before a carriage splashed the two of them with mud.

"Yuck!" Phantom said, spitting out the mud in his mouth while Twilight growled.

"Spike please get the brush." Phantom asked.

"What for?" Applejack asked.

"And Pinkie, you ever try to get dirt out of white hair?" Phantom asked her.

* * *

**Sugarcube Corner,**

"So basically it works like this, I get different niggly feelings and they need different things." Pinkie explained while Phantom blew excess bubbles out of his face as Twilight scrubbed his back.

"Like when my back get's itchy it means it's my lucky day and when my knee get's pinchy it means something scary is about to happen." Pinkie continued as Phantom did Twilight's back.

"Is your knee pinchy now?" He asked.

"No, but my shoulder's achy. That means there's an alligator in the tub." Pinkie said, before diving her head into the water and pulling out a baby alligator.

"How come your knee didn't get pinchy, that isn't just scary, it's downright dangerous." Twilight said, as she and Phantom jumped out of the bath.

"No it's not silly, this my pet alligator Gummy. He's got no teeth, see?" Pinkie said, as Gummy tried to bite her to no avail.

"Okay, okay, we get it." Phantom said as he dried himself.

**Later,**

The three walked away from Sugarcube corner with Phantom eating a cake he bought.

"Well, I still don't believe all this special power stuff. It's just a bunch of mumbo jumbo." Twilight said as they walked.

"What's not to believe? You do magic, what's the difference?" Pinkie asked, making Phantom nod, thinking of Zecora.

"Huge for one thing." Twilight said before standing on a soap box and clearing her throat.

"Magic is something you study and practice it. Only happens when you decide to do it and it supposed to make something specific that you choose to happen, happen with you. It makes no sense at all." She said.

"Did I miss something?" Phantom asked, as he walked up wiping his mouth.

"That's so not true Twilight." Pinkie began.

"Sometimes it a bunch of random things happening to my body at random times that predict the future." She finished, making Phantom snicker.

"I call them combos." She said.

"Combos?" Phantom asked as Twilight walked away inside the library.

"Yeah you know like ear flop, knee twitch, then eye flutter, that means the sky is going to be graced with a beautiful rainbow." She said.

"Yeah sure." Phantom said, sarcastically.

"Uh oh! I feel a combo coming on." Pinkie said.

"Ear flop, eye flutter, knee twitch." She said frantically, making Phantom look towards the sky.

Only to be hit by the door being opened by Twilight who gasped at what she did to her brother.

"You said that combo meant beautiful rainbow." He groaned, as Twilight helped him up.

"Oh no, no, no, no, no, you're thinking of an ear flop than knee twitch than eye flutter. This was an ear flop then eye flutter then knee twitch that usually means look out for opening doors." Pinkie explained as Phantom rubbed his head.

"You okay?" She asked.

Phantom nods after rubbing his head for a bit more.

"I don't believe this." Twilight said.

"You don't believe because you don't understand." Pinkie said, making the siblings think.

* * *

**The Library,**

"Now next time you get a twitch, we'll have all kinds of scientific information." Twilight said as Phantom plugged her into some kind of machine.

"Okie Dokie Lokie." Pinkie said, before concentrating.

Both Twilight and Phantom look at the paper coming out and didn't see anything that told them about the Pinkie Sense.

"Any twitchs yet?" Twilight asked.

"Nopie Dopie." Pinkie replied.

"Now? Anything?" Phantom asked.

"No... wait hold on. Uh no." Pinkie answered.

"Are you kidding me?! After a whole day of non stop twitching, now that we've gotten you hooked up, you're not getting a single one?!" Twilight shouted.

"I don't control it. It just comes and goes." Pinkie explained.

"That makes no sense!" Phantom said.

"Sometimes you just have to believe even when you can't explain it." Pinkie said.

"I will not believe in anything I can't explain." Twilight said.

"Wait hold on, I'm feeling something." Pinkie said.

"Oh my gosh, what?" Twilight asked excitedly, before Pinkie stomach rumbled.

"It's my tummy that usually means I'm hungry." Pinkie said, before a louder grumbling shook Twilight off her hooves.

"What was that?" She asked.

"Yeah, that was me." Phantom said blushing.

"Let's eat!" Pinkie said, laughing.

"I second that." agreed Phantom.

"You know what? I don't need to know if this is real. I don't need to understand it. I don't even care." Twilight said, unplugging the machine.

"Okie Dokie Lokie." Pinkie said, taking the helmet off her head before another growling caused her to lose her balance.

"So we still going to eat?" Phantom asked, before sighing at Pinkie rolling on the floor laughing her tail off.

As they walked up the stairs, Pinkie got another set of twitches. Ear flop, eye flutter, knee twitch, making Phantom look at her curiously before the door slammed open to reveal spike.

"Hey Pinkie, have you seen Phantom?" He asked.

"Yep." She said as she walked out the door.

"Phantom what are you doing back there?" Spike asked as the door swung shut.

"Did you two plan this?" He groaned, before sliding off the door plan.

"What?" Spike asked.

"This is ridiculous, this can't be happening, this makes no sense." Phantom said, getting up.

"I have to figure this out." He continues, before heading towards the door.

Planning on finding Twilight before it slammed open on him again.

"Hey Spike have you seen Phantom?" She asked as the door swung shut.

"Not cool!" groaned Phantom as he slid of the door again.

* * *

**With Fluttershy,**

Fluttershy had just made it to Froggy Bottom Bog and was going in for a landing, unknowing of the beast that lurked in it's depths.

* * *

**The park,**

Pinkie Pie was bouncing around the park happily when a nearby bush sprouted eight legs and moved closer, before poking two pairs of binoculars. After observing Pinkie for a full minute, Twilight and Phantom, wearing safari helmet's, wrote down notes.

"Twilight? Phantom?" Spike said, making the two jump before pulling him into the bush.

"Honestly Spike, don't you know better than to sneak up on ponies?" Phantom asked crossly.

"Oh, sorry, but, um, well, isn't that what you two are doing?" Spike asked, making the siblings gasp.

"No." Phantom said.

"We're doing scientific research observing Pinkie Pie, scientific name Pinkieus Pieucus, in it's natural habitat." Twilight explained.

"I don't understand why the scientific names always have us at the end." Phantom whispered to Spike making him chuckle.

"Pinkieus Whoicus?" Spike asked.

"There's something fishy going on with the whole twitchy prediction thing and we're getting to the bottom of it." Phantom explained, pulling spike back into the bush.

"So, shh! Twilight, come on Pinkius Pieucus is on the move." Phantom exclaimed before moving the "disguise".

* * *

**The school,**

Pinkie was rolling around before scratching her nose.

"Hm itchy nose." Twilight observed while Spike wrote it down.

Pinkie suddenly gasped and then hid under a big horseshoe.

"Ah ha! That makes no sense." Phantom said, watching her.

"See, she's hiding like something's about to fall from the sky, but a twitchy tail means something's going to fall from the sky, not an itchy nose." Twilight said as she and Phantom continued to watch Pinkie, not seeing the swarm of bees headed their way.

"Spike, where are you going?" Phantom asked, as Spike ran from the bees ultimately getting the siblings stung in the process, while Pinkie snuck away, avoiding the bees.

* * *

**Sweet Apple Acres, Phantom's POV,**

"What's she doing now?" Spike asked.

"Smelling a flower." Twilight answered.

"Holy Guacamole! I wonder what that means?" Spike said.

"Probably that the flower smells good." I said.

"Wait i'm getting something, ear flop, eye flutter, knee twitch." Twilight said.

"Hold on she said that's the combo that means watch out for opening." Spike said running off, me following.

"You really, really, believe this stuff don't you?" Twilight asks us.

"I just don't want to get hit by any more doors." I answer.

Twilight look at me before leaning on the barn door.

"You see, nothing to worry about." She said.

After a full minute, seeing there was nothing to worry about, I made my way over to Twilight, only to fall down an open trap door.

"Ow, ow, ow, ow, ow." I said on the way down before landing at the bottom of the steps.

_'Just my luck.'_ I thought, before looking into the grinning face of Applejack.

Feeling my cheeks heat up, I immediately drop my head.

"How embarrassing." I mutter.

"Phantom, you came to visit my new apple cellar, how nice." Applejack said.

"Phantom are you okay?" Twilight asked from the top.

"Just peachy." I called back, before everything went black.

* * *

**Back at the Park, 3rd person POV,**

Phantom was in a wheelchair, his hooves in casts. Twilight took over as she watch Pinkie.

"Okay, take this down: twitchy tail." Twilight said.

"Twitchy tail?", Spike ask before he gasp, "TWITCHY TAIL!"

"Hush, Spike! We can't let Pinkie know we're here, remember?" Phantom said, forgetting what that on means.

"Something's gonna fall, something's gonna fall! Run for your lives. Ah-ha-ha!" Spike shouted and ran off.

"Ugh, Spike honestly, you're overreact-" Twilight started to say before getting hit by a flower pot, avail, wagon and piano.

"TWILIGHT!" Phantom shouted, before looking up and seeing that all that fell from the fee mail ponies.

Pinkie Pie was liking her hoof when Applejack walk up.

"Hey, Applejack. Whatcha doin'?" Pinkie asked.

"Takin' more apples to my new apple cellar. How 'bout you, Pinkie? Whatchu doin'?" Applejack answered and ask back.

"Oh, letting Twilight and Phantom secretly follow me all day without me knowing." Pinkie said.

"You mean you knew all along?! Why didn't you tell us?" The siblings said as they walk up.

"Silly, that would've spoiled the secret!" Pinkie laugh.

Both Twilight and Phantom look like they were going to blow.

Spike appear from behind and ask, "Tail... still twitching?"

"All done, clear skies from here on in, as far as I can tell- Hu-bu-bu-bu-bu-bu!" Pinkie started to say before she shook.

"Oh no! What does that one mean?" Spike ask.

"Dunno, never gotten any like it before, but whatever that shudder's about, it's a doozy. Something you never expect to happen is gonna happen! Hu-bu-bu-bu-bu hu-bu-bu-bu! And its gonna happen... at Froggy Bottom Bogg!" Pinkie explain, shaking during the time.

"That's where Fluttershy's headed!" Applejack gasp making Phantom eyes widen.

"Oh no! Is it about her?" Spike asked.

"Uh, I'm not sure." Pinkie answered.

"We better go and make sure she's okay." Applejack said.

"Yeah." Phantom agree.

"Calm down, everypony. All we know right now is that Pinkie Pie just got a case of the shivers. That's all." Twilight said only to see Pinkie, Applejack, Spike and Phantom run off.

Twilight roll her eyes and caught up with her brother.

"Hey! I thought you didn't believe in this stuff?" Spike asked.

"I _don't_. I just want to be there to see the look on Pinkie's face when we find out nothing's wrong." Twilight said.

"I _don't _either, but I'm not ignoring the chance that one of our friends in trouble." Phantom said as they ran.

"Okey-dokey!" Pinkie said happily.

* * *

**At Froggy Bottom Bogg,**

The three mares and stallion walk through the woods and started to look for Fluttershy when Pinkie shook again.

"_Cold_? Need a jacket or something?" Twilight ask, still thinking Pinkie just has the shivers.

"No thanks, I'm fine." Pinkie said before shaking again.

Up ahead, Spike and Applejack was talking about what could of happen to Fluttershy.

"So... Whadda'ya think happened to Fluttershy?" Spike asked Applejack.

"I hope nothin'." Applejack answered.

"I know, but, whadda'ya think happened?" Spike asked again.

"I'm tryin' not to think about it." Applejack answered again.

"_Me too_. But I'm thinkin' about it anyway. Like, what if she exploded?" Spike said.

"Just _exploded_? For no reason?" Phantom ask.

"Yeah, like boom!" Spike said.

"Whoa!" Pinkie said surprise.

"I know." Spike agree, getting Twilight, Phantom and Applejack to roll their eyes.

"What if... What if she exploded, and then... and then exploded again!?" Pinkie shouted.

"Can you do that? Can you explode twice?" Spike ask.

"Of course not." Applejack told him.

"But what if she exploded, and exploded again, and then- ugh!" Spike started to say, before Phantom smack the back of his head.

"Will you two _stop_? She's fine, I'm sure of it." Twilight said.

"And to answer your question, you can only explode once. That it." Phantom added.

"I hope you're right, for Fluttershy's sake. Look! There's Froggy Bottom Bogg!" Applejack said before spotting the bogg.

Everypony spit up and started to look for Fluttershy.

"Fluttershy?" Applejack call out.

"Fluttershy?" Pinkie call out as well.

They spit up at search the bogg. Pinkie check under a Lilly pad before a frog hop on it. Her head was then push in the bogg by Spike.

"Fluttershy! You're okay!" Spike said, hopping off Pinkie's head to hug her.

"Of course." Fluttershy said a bit confuse.

"Phew, what a relief." Applejack said.

"Good to hear." Phantom agree.

"I'm so glad everything's alright." Pinkie said.

"Sorry, I know it's not nice to gloat but... AHA! I told you there was nothing to worry about, and I was right. Pinkie Pie said whatever she was shuddering about was a *cough* doozy, and *cough* and the only *cough* doozy here is how right I am." Twilight said coughing as Applejack walk to the rest that was staring behind her.

"Um... Twilight?" Applejack said, but she didn't hear her.

"Pinkie's made a lot of predictions today but *cough* ugh, what is that smell?" Twilight try to say before asking.

" Um..Sis." Phantom said but she did her him either.

"But what we've shown here is that there's no point in believing *cough* in anything you can't see for yourself." Twilight finish.

"W-well t-then, s-see what's b-b-behind you, Twilight!" Spike said shuddering.

Twilight turn and saw what the other did.

"I see it... But I don't believe it!" She said surprise as it roar.

"Is that a hydra!?" Pinkie asked.

"Who cares? _RUN_!" Applejack said and everyone did expect for Pinkie.

"PINKIE!" Phantom yell getting me to look back.

"Pinkie! Come on!" Twilight said and grab her tail and pull her back.

As they ran, the past a frog that Fluttershy spoke to.

"Oh, I'm _so_ sorry." She said to it.

The Ponies ran and dodge the Hydra heads, one hitting the bogg, another a tree and the third a rock making the fourth head laugh. They ran until they hit an dead end. Twilight look around and saw a hill not far from them.

"Everypony up that hill!" Twilight said.

"He-e-elp!" Spike shouted stuck in the bogg.

"Coming, Spike! Hang on!" Phantom shouted as he ran back and pull Spike out.

He ran back to the others and the Hydra got it foot stuck slowing it down. The ponies ran up the hill hoping to find a way to lose it.

"I think we're gonna make it." Twilight said as the ran.

"But Pinkie's still shuddering!" Spike said pointing to Pinkie.

True to what he said, Pinkie was shaking again before she stop.

"Oh, lookie there, it stopped.", Pinkie said before shaking again, "O-h-h-h, t-h-e-r-e i-t i-s a-g-a-i-n."

Spike push Pinkie the rest of the way and the soon reach the top. However, the bogg was on the bottom and there was pillars crossover it. Twilight look back and saw the Hydra coming up the hill.

"Ugh, he'll be up here in no time! Quick, one at a time, cross!" Twilight said.

Spike look and shook his head.

"Nyu-uh!" He said running up to Twilight and Phantom.

"Uh, do you two know any spells for turning a hydra into a mouse?" He asked.

"No." Twilight answered.

"How about a squirrel?" He ask again.

"No!" Phantom answer this time.

"How about-" Spike started to ask.

"No small rodents of any kind!" They both told him.

"That's too bad." Spike said out of ideas.

Fluttershy was scare but she had to do it.

"A hop, skip, and a... jump!" She said hopping across.

Twilight carry Spike over and threw him across. Phantom look back and saw the Hydra was catching up and Pinkie almost fell off because of her Pinkie Sense.

"He's too close. I'll distract him. You three go, now!" Twilight said.

"No way sis! I'm helping." Phantom said.

Twilight knew this was no time to argue. Applejack took Pinkie across and the sibling face the Hydra.

"Oh... What would a brave pony like Rainbow Dash do?" Twilight asked.

"Why didn't we get the rest of the girls before coming here?" Phantom added.

They both look at each other before getting the same look.

"CHAAARGE!" They shouted and ran at the Hydra.

The Hydra watch as Twilight and Phantom ran under it and three of the heads follow them. The body flip over and smash the fourth head making Phantom laugh.

"T-t-t-twilight! P-p-p-phantom!" Pinkie call out still shaking.

The two siblings ran pass the Hydra and end up dodging one of the head destroy a few pillars. They knew this was bad and was too scare to use their magic.

"T-t-t-twilight! P-p-p-phantom! You both have to jump!" Pinkie said, getting the two look at her like she was crazy.

"We'll never make it!" Twilight said.

"You'll both will be fine!" Pinkie said them her.

"We will not!" Twilight shouted.

"Its your only ho-o-ope! You have to take a leap of faith!" Pinkie told her.

Phantom place an hoof on Twilight showing that he was going to and she better follow. They both back up and started running as the Hydra stuck again this time knock loose a cliff they were on. Both Twilight and Phantom jump but they were too far way. They both scream as the fell to the bogg and land on one of bubbles that back them back up, across the pillars and into the cliff side. The two shook there and and hug their friends.

"I knew you could do it, Twilight! Same to you, Phantom." Pinkie said.

"We don't know how it happened; coincidence, dumb luck, or what, but you said there'd be a doozy here at Froggy Bottom Bogg, and I'd say we just had ourselves one heck of a doozy. I mean that hydra-" Twilight started to say before Pinkie shook again.

"Pinkie?" Phantom asked.

"That wasn't it." Pinkie said.

"Huh?" Twilight and Phantom ask.

"What wasn't what?" Spike asked.

"What are you talking about, Pink?" Applejack added.

"The hydra wasn't the doozy." Pinkie told them.

The look back and saw one of the heads throwing a raspberry as it walk away.

"I'm still getting the shudders. Oo-o-oh, oo-o-oh. You see? There it is again. Whatever the doozy was at Froggy Bottom Bogg, my Pinkie Sense says it still hasn't happened." Pinkie explain again.

"Huh? But we- WHAT?! The hydra _wasn't_ the doozy?! How could it _not be_ the doozy?! What could be _doozier_ than that?!" Twilight and Phantom shouted.

"Dunno, but it just wasn't it." Pinkie said.

Twilight and Phantom was losing it. They thought the Hydra was the doozy, but it wasn't. They were show made that Twilight turn white with flames (**AN: your twilight sparkle has evolved into rapidash**) and Phantom turn black with white flames. They two reamain that way for a full minute before it fade and they sigh.

"We give up." They said.

"Give what up, you two?" Spike ask.

"The fight. We can't fight it anymore. We don't understand how, why, or what, but Pinkie sense somehow... makes sense. We don't see how it does, but it just does. Just because I don't understand doesn't mean its not true." Twilight explain.

"Y-y-y-you m-m-mean you b-b-b-believe?" Pinkie asked still shaking.

"Eyup, I guess we do." Phantom said.

Pinkie shook some more before becoming different shapes and stop.

"That was it. _That's _the doozy." Pinkie said, once she stop.

Everypony look at her confuse and Spike shook his head.

"What is?" Twilight asked.

"You two believing. I never expected _that_ to happen. _That_ was the doozy, oh and, oh what a doozy of a doozy it was! La-la-la-la-la..." Pinkie said before walking away.

"You know, I think it best just to pass Pinkie off as Pinkie Pie being Pinkie Pie." Phantom said getting the other to nods in agreement.

* * *

**Back in Ponyville**

Spike ran to the library and heard one laughing. He walk inside and heard Twilight.

"Oh, good, Spike, you're here. Take a letter." She said.

"With pleasure, Twilight." Spike and pick up the quill and scroll.

_"Dear Princess Celestia," _Twilight started.

_"And Princess Luna,"_ Phantom added.

"_We'm happy to report that-_ Spike, what have I been saying about focus?" Twilight started again before noticing Spike wasn't writing.

"I know, but I... Well..." Spike try to say.

"What's wrong, Spike, never thought you'd see me and Twilight with an umbrella hat on?" Phantom asked him, smiling.

"Not really, no." Spike answer.

"Pinkie's tail's a-twitchin'. What else can we do?" Phantom told him and the three laugh.

_"We are happy to report that we now realize there are wonderful things in this world you just can't explain, but that doesn't necessarily make them any less true. It just means you have to choose to believe in them, and sometimes it takes a friend to show you the way." _Twilight started again.

"Honk!" Pinkie said pushing Twilight nose.

"Honk." Spike said, added it to the note.

"_Always your faithful student, Twilight Sparkle." _Twilight finish.

_"And your night loving student, Phantom." _Phantom added.

"Wow! You two are both sending your report in the same letter?" Spike ask.

"Yeah, we both learn something at the some time. Best for it to go together." Phantom said.

Phantom, Twilight and Pinkie walk out of the library ready to face the day when Pinkie tail twitch again.

"There it goes again." Pinkie said as Twilight and Phantom walk back up.

"I wonder what's gonna drop outta the sky _this_ time?" Twilight ask looking up.

"You never know." Phantom said and they walk away.

Spike open the window and was about to send the letter when Princess Celestia land near him.

"Twitchy tail?" Spike asked her.

Princess Celestia nods and grab the letter before fly off.

"Holy guacamole!" Spike said.

* * *

Phantom Fan 21 here, I'm really sorry for the long update for this chapter, I got busy with other stories and this pass month has been busy. I'm going to be moving soon and I might not be able to work on this for a while. I do plan on doing Sonic RainBoom, but it might have to wait. Again sorry for the long up date, but here it is.


	16. sonic RainBoom

**Hey guys, I'm back! ETRIGAN THE DEMON in the metaphorical house. I haven't updated in a while so I hope you are all happy, with this as a reminder, please vote on Phantom's pet poll if you haven't already. You can now choose up to three pet's. You have until the episode May the Best Pet Win. Big thanks to my beta reader Phantom Fan 21, go give him some appreciation and look at his stuff it's awesome and that's it let the show begin.**

Hey Phantom Fan 21 here, I really had trouble doing this chapter so I put some of my own ideas with this chapter. Have fun!

* * *

**Chapter 16 Sonic RainBoom**

**3rd person POV**

"So what have we learned?" Rainbow Dash asked Fluttershy.

"Lot's of control." answered Fluttershy

"Good." approved Rainbow Dash.

"Screaming and hollering." continued Fluttershy.

"Yes and most importantly?" finalized Rainbow Dash

"Passion." Fluttershy finished.

"Right!" confirmed Rainbow Dash.

"So now you know the elements of a good cheer, let's hear one!" She said.

"Yay." Fluttershy said softly.

"You're gonna cheer for me like that?" asked Rainbow Dash in disbelief.

"Louder." She said.

"Yay." said Fluttershy softly.

"Louder!" Rainbow Dash said.

"Yay." Fluttershy said softly.

"Louder!" shouted Rainbow Dash making Phantom cover his ears back at his and Twilight home.

"Ow." he said.

"What's wrong Phantom?" Twilight asked.

"Thought I heard something." Phantom replied before going back to the book he got from the Ghost Writer.

"Alright." Twilight said, turning back to her book.

"Back with the two pegasi, Fluttershy took a deep breath and cheered "Yay" softly making Rainbow Dash groan and fall backwards.

"Too loud?" Fluttershy asked.

* * *

**Rainbow Dash's POV**

Here it goes. I thought as I jumped off the cloud I was standing on at Fluttershy's yay.

Going through an archway created by two trees I prepared to start my routine.

_'And now phase 1.'_ I thought before speeding up and weaving through a row of tree's climbing higher.

"Phase 2." I said as I stop picking up speed.

I started circling around a trio of clouds making them spin.

"And here we go phase 3, the Sonic RainBoom!" I said as I started picking up speed.

Doing a couple of loops I started flying as fast as I could until I saw a barrier of wind resistance in front of me.

"Come on!" I said tears in my eyes as I regretted not wearing goggles for the high speeds.

Going even faster, I nearly broke the barrier before I stopped.

"Uh-oh!" I said as I realized what was about to happen, screaming the barrier flung me through the air all the way to Ponyville.

* * *

**3rd person POV**

"There all done!" Twilight said as she put the last book on the shelf.

"Thank you so much for helping us clean up all these books." Phantom said to Rarity, Applejack and Pinkie Pie, making Applejack blush almost unnoticeable.

"It was a crazy weekend of study." Twilight added.

"For you maybe, I was up most of the night looking at the constellations." Phantom said, rolling his eyes before hearing something.

Looking out the window, he was too late to dodge as Rainbow Dash crashed into him. Groaning, he looked up only to see she was on top of him. Blushing to his fullest extent he quickly moved her off of him before any of the other girls noticed as the other's got themselves up from under the enormous pile of books. Fluttershy flew in through the window once she caught up.

"Rainbow Dash you rock, woo hoo." Fluttershy said cheering softly.

"Oh did my cheering do that?" Fluttershy said looking at the mess the library was in.

I hope my book wasn't damaged. thought Phantom as he looked through the pile.

"Found it!" He announced making the others look at him curiously.

"What?" Rarity asked.

"My one of a kind book of the history of the Ghost Zone, written by the Ghost Writer." Phantom said proudly before turning to look at Fluttershy.

"What happened?" he asked making the others look back at Fluttershy.

"Sorry about that ladies and Phantom, that was a truly feeble performance." Rainbow Dash said getting up of the ground, not knowing that she had been lying on Phantom not 5 minutes ago.

"Actually it wasn't all bad, I particularly liked in when you made the clouds spin." Fluttershy said in an effort to make Rainbow Dash feel better

"I'm not talking about my performance, I'm talking about you and that feeble cheering." Rainbow Dash replied.

"Care to explain to the rest of us what you two are arguing about?" asked Phantom.

"Oh were we arguing, I'm sorry." apologized Fluttershy.

"Aw, I wish you guy's could come with me to Cloudsdale to see the best young flyers competition." Rainbow Dash said.

"What's that?" asked Twilight as Pinkie began to dig around the book pile.

"It's where all the best flyers compete to see who's the best!" Pinkie Pie said excitedly as she dug.

"And some are graceful!" she finished striking a pose that made her fall down.

"Well golly, I'd love to see you strut your stuff in the competition." Applejack said.

"What she said." Phantom agreed.

"Yeah, I wish you guys could be there too. Fluttershy is great support, but her cheering isn't exactly inspirational." Rainbow Dash said making Fluttershy look down.

"Ooh I'd love to see you make a Sonic RainBoom, it's like the most coolest thing ever, even though I haven't actually seen, but still a Sonic RainBoom!" Pinkie said rapidly.

_'That sounds familiar.'_ Phantom thought, scratching his head.

"What's a Sonic RainBoom?" Twilight asked.

"You really need to get out more." Pinkie replied.

"I have to agree with her there, Twi." Phantom said.

"The Sonic RainBoom is legendary. When Pegasus like Rainbow Dash get's going so fast, boom, a sonic boom and a rainbow happen all at once." explained Pinkie excitedly.

"And Rainbow Dash here is the only pony ta ever pull it off!" finished Applejack.

"Wow!" Phantom whistled.

"I don't even think Desiree could pull that off if somepony wished it." He added.

"It was a long time ago." Rainbow Dash said blushing at Phantom's praise noticeable only to Rarity who smirked.

"I was just a filly." Rainbow Dash added.

"Here we go, it says here that the last Pegasus to pull off a Sonic RainBoom was one call Rainbow Striker, the former leader of the Wonderbolts now deceased.", Phantom said, reading from the history of the ghost zone, "it adds, he remains the only ghost pony to do so."

"But Rainbow Dash is going to do it again right?" Pinkie Pie asked.

"Yep!" Phantom said.

"I have no doubt that RD will make his ghostly presence proud!" He added.

"Are you kidding? I'm the best living flyer out of Cloudsdale! I can do Sonic RainBooms in my sleep!" Rainbow Dash bragged.

"Wow, if you pull that off you'll win the crown for sure." Twilight said.

"The grand prize is an entire day with the Wonderbolts!" Rainbow Dash exclaimed excitedly.

"Can you get me Spitfire's autograph?" Phantom asked, racing up, knocking twilight off her hooves

"Why do you want a Pegasus's autograph?" questioned Rarity.

"Because she reminds me of my ghost friend Ember, only without the fire hair." explained Phantom with a blush.

_'That and she is another one of my first friends.'_ He added in thought.

"Oh, that reminds me!" He said going upstairs.

"I'll get to spend a whole day of flying with my lifelong heroes! It will be a dream come true." Rainbow Dash said barely registering what Phantom asked.

"Yay." Fluttershy cheer softly, causing Rainbow Dash to glare at her.

"I'll go rest up. Don't want to over prepare myself, heh-heh" Rainbow Dash said chuckling nervously.

"You on the other hand keep practicing." she said turning to Fluttershy.

"I need an amazing cheering section to match my spectacular performance." She said before flying off.

She's practiced that move a hundred times, but she's still not even close to doing it. I don't know if I can cheer loud enough to help her." Fluttershy said looking out the window.

"Well you need to project from your diaphragm to reach maximum volume." Phantom said from upstairs with a black and white guitar strapped to his back.

"Ember can help you with that." He said.

"When did you get that?" asked Twilight.

"Ember gave it to me for my last birthday before we came Ponyville." Phantom explain.

"I have been waiting for a chance to use it and think today might be the day." he said excitedly.

"Oh thank you Phantom." Fluttershy said with a small blush before flying out the window.

"Well guess we'll have to clean this up again." Twilight said before getting prodded in the flank by Rarity.

"Well go on." she said.

"What?" Twilight asked.

"Find us a spell to get us wingless ponies into Cloudsdale." Rarity said.

"Didn't you see how nervous she was?" she added.

"Kinda hard not to." Phantom said, walking downstairs.

"But I don't know any spells to help, sorry." He apologized nervous.

"She was scooting around more than the bass section of a marching band." scoffed Applejack.

"Oh please I've put on enough fashion shows to recognize stage fright when I see it." scoffed Rarity.

Couldn't have put it in a better way myself. thought Phantom.

"We've got to find a way to be there for her." Rarity concluded.

"Now go on." She said knocking Twilight into another pile of books.

"How am I supposed to find a flight spell in this mess?" Twilight asked.

"A flight spell, one second!" Pinkie said before dashing off and returning with a book.

"Page twenty-seven." She said throwing it in front of Twilight and Phantom.

"How'd you do that?" asked Applejack.

"It landed on my face when rainbow dash knocked me into the bookcase." explained Pinkie.

"Oh here it is a spell that will allow earth ponies to fly for three days." Twilight said.

"Oh it looks really difficult." She added while Phantom went upstairs to look for something, "I'm not sure I can do it, Phantom can you help me?"

"Can't talk, looking for spell book I found." Phantom called back.

"You have to try." encouraged Rarity.

"Ok, but who's going to volunteer to be the test subject?" Twilight asked.

"I will, for Rainbow Dash, I will go first." Rarity exclaimed dramatically before getting startled by an angelic tune.

Looking up they saw, Phantom playing his guitar.

"Sorry." he said.

"Couldn't help it, but a least I know I'm not rusty." He exclaimed making the others chuckle slightly and Rarity blush a little.

There it is again. She thought shocked.

"Well alright, here goes." Twilight said as she used her magic.

Rainbow streams enveloped Rarity changing her then the force of the change knocked everyone back.

"Oh hey! there's the book I was looking for!" Phantom said, from upstairs.

Twilight got up and walk upstairs and read the spell with him.

"I think it worked." Twilight said.

* * *

**Rainbow Dash's POV Cloudsdale**

"You've got to be assertive." I told Fluttershy as we made our way to Cloudsdale.

"Don't be afraid to speak up." I added as we flew into Cloudsdale.

"Well, well, well, what have we here?" said one of our old bullies.

"If it isn't Rainbow Crash." said the other.

"Get kicked out of any flight schools lately?" the first one said making the three laugh.

"I didn't get kicked out." I said crossly.

"Face it Rainbow Crash, flight school had too many rules and not enough nap times for you." he said

"Ask her about the Sonic RainBoom." said the second.

"That's nothing, but an old mares tale." replied the first.

"You don't have the skills to do something like that." he added further agitating me.

"Now wait just a minute!" Fluttershy said surprising me.

"Oh sorry i'm trying to be more assertive." She said timidly.

"Anyhow she is going to do a Sonic RainBoom!" She added further.

"No she's not, cause there's no such thing." the first bully said.

"Actually there is proof that it has happened before." Fluttershy said.

"His name was Rainbow Striker the deceased leader of the Wonderbolts." she added, using Phantom's words.

"Prove it!" said the second.

"Ask Spitfire." she exclaimed now.

"Rainbow Dash will pull it off you just wait and see at the coliseum." she finished making me smile at her assertiveness.

"Oh don't worry we'll be there." said the first flying off.

"Those guys are right, I'll never be able to do it, not like Rainbow Striker did." I moaned.

"Now Rainbow Dash just because you failed a hundred times in practice doesn't mean you won't be able to do it in front of hundreds of impatient critical sports fan ponies." Fluttershy said making my worry increase.

"What do I do, they'll all see me fail. The Wonderbolts will never let a loser like me join, Princess Celestia will probably banish me to the Everfree Forest. MY LIFE IS RUINED!" I yelled.

"Rare?" Fluttershy said looking up.

"Rare, the Sonic RainBoom is more than rare." I exclaimed.

"Rarity?" she said pointing behind me.

Turning around, I saw Rarity with a pair of butterfly wings.

"Rarity are you flying?!" I exclaim.

"I most certainly am." She replies.

"Aren't my wings just smashing? Twilight made them for me, I absolutely adore them." She said excitedly.

"Fluttershy's and mine jaws dropped.

"Why so shocked?" Rarity asked.

"We couldn't leave our favorite flyer without a huge cheering squad." She explained and pointed to some clouds.

"Wait, what?" I said stupidly before a hot air balloon appeared holding Pinkie, Applejack, Twilight and Phantom with a guitar strapped to his back and a book in his saddle bag.

"I can't believe it." I said.

"It's incredible." agreed Fluttershy.

"This is so cool! You guys made it!" I exclaimed happily as the balloon landed.

"Sure did/No biggie." Pinkie and Phantom said before jumping out of the basket."

"Wait!" I said before they landed on the clouds with the others following.

"How'd you do that?" I asked.

"Only Pegasus ponies can walk on clouds." I added.

"While Twilight had giving Rarity wings, I remembered seeing a spell to allow non-pegasi to walk on clouds." Phantom said giving a big cheesy grin making me chuckle.

"And we came to cheer you to victory." Applejack concluded.

"To be honest I was starting to get the teeniest tiniest bit nervous." I said.

"Well I brought my book on the history of the Ghost Zone, surprisingly it has info on how Rainbow Striker did it!" Phantom said.

"Hey we've got some time before the competition, how about me and Fluttershy show you around Cloudsdale?" I offered.

"I've always wanted to go on a tour of a Pegasus town." Phantom exclaimed excitedly the others agreeing.

* * *

**3rd person POV**

"Here it is the greatest city in the sky." Rainbow Dash said.

"Ooh!" said the group with Phantom taking pictures, except rarity she was admiring her wings in a mirror she found.

"Some of the greatest pegasi in history came from Cloudsdale." continued Rainbow Dash.

"She's right, according to this all of the former leaders of the Wonderbolts came from Cloudsdale." Phantom said reading his book and boosting Rainbow Dash's pride.

"Oh wait for me!" Rarity called, flying after them, catching the attention of working pegasi.

"Those wings are gorgeous ."said a Pegasus, unknowingly letting his jackhammer go.

"Careful with these things!" Phantom said putting it back on the cloud.

"That goes for you too, Rarity." he exclaimed, though knowing she wasn't listening.

"Be careful with those wings, Rarity." Twilight said.

"They are made from gossamer and morning dew and are extremely delicate." She said.

"Don't worry Twilight. I'm sure they can't get worn out from too much attention." Rarity said.

"I'm more worried about the workers." Phantom whispered to Fluttershy, making her nod with agreement.

"Since we're up here I'd sure like to get a look at how the weather is made." Applejack said.

"Great idea! Come on girls and Phantom, to the weather factory!" Rainbow Dash said making Phantom grin like a Cheshire cat.

* * *

**The Weather Factory**

"This is where they make the snowflakes." Rainbow Dash explained quietly as they entered the factory wearing the standard safety hats.

"Every snowflake is hoof made as you can see." She continued.

"It's a delicate operation." She finished.

"Oh the snowflakes look even better from up here." Rarity said flying up to the ones hanging from the ceiling.

Her wings causing a gust and scattering the snowflakes everywhere.

"We should probably move on before Rarity ruins winter and causes a drought." Rainbow Dash said.

"And here is where they make the rainbows." Rainbow Dash explained as they moved into the next room.

"That's incredible." Phantom said taking pictures.

Dipping her hoof in a pool of rainbow, Pinkie ate some which made her face turn all the colors of the rainbow before turning back to normal.

"Spicy." she said and ran to get some water as the others laughed.

"Yeah, rainbows aren't known for their flavor." Rainbow Dash said.

Dipping his hoof into the pool, Phantom tried some causing his face to turn all colors of the rainbow before turning back to white.

"I've had hotter." He said licking his lips as the others stared in surprise.

"Whoa, where'd you get those wings, I want a pair." said bully number one, making Rainbow Dash and Fluttershy glare.

"Hmm? I guess I can see that." Rarity said flying around.

"Hey check it out it's, Rainbow Crash again." He said, making Phantom start glaring as well turning his eyes green and changing his cutie mark to an skull.

"Yeah, um, rainbow, uh, Crash." said bully number two, scare of him.

"Rarity what are you doing talking to these guys?" Rainbow Dash asked.

"Oh they were just admiring my wings, Rainbow Dash." Rarity answered posing, making Phantom shake his head and put his camera away.

"Yeah you should forget the Sonic RainBoom and just get yourself some wings like these." said bully number one.

"Flying away even without those wings, she still looks better than you losers!" Phantom shouted causing Fluttershy's jaw to drop and Rainbow Dash to blush a deep crimson red.

"Why don't we see how clouds are made?" Fluttershy said as they move on.

"It's alright, Rainbow Dash. They're just idiots." Phantom said in an effort to make her feel better.

"Thanks Phantom." She said with a smile.

"Phantom's right don't listen to them, you'll win that competition for sure!" Fluttershy said.

"Are you kidding? I can't do the Sonic RainBoom." Rainbow Dash said, frowning.

"And just look at these boring plain old feathered wings!" She added shaking them.

"I'm doomed." she finished

Walking through the cloud making area every working pony stopped to stare at rarity.

"What these old things, go ahead photos are encouraged." she said.

"I'm the only one with a camera and Rarity has just single hoofedly ruined my day." Phantom said making sure to delete all pictures of winged rarity from his camera.

"Honestly their just wings, what's so great about them?" He added.

"Rarity, we're supposed to be helping Rainbow Dash. Put your wings away and stop showing off!" Twilight said.

"How can you ask me to put away perfection." scoffed Rarity, flying up with the sun illuminating her wings.

"I've seen better perfection in a timber wolf!" Phantom shouted, causing Rarity's and all the other ponies jaws to drop now.

"If you'll excuse me, I'm going somewhere with a bit less shallow!" He added ditching his safety wear and heading into the town not missing Rarity's glaring after him.

"Rainbow Dash are you alright?" Twilight asked the rainbow mane mare.

"I've been better." Rainbow Dash responded, "but at least everypony will be watching Rarity and miss me blowing my chances in the best young flyers tournament."

"There's an idea, you should compete in the competition." said a work pony.

"Yeah I could watch you fly all day long." said an elderly Pegasus.

"There isn't any pony who uses their wings quite like me, perhaps I should compete." Rarity said.

"WHAT!" shouted Rainbow Dash.

* * *

**Meanwhile in the town Phantom's POV**

'_Wow, this place is amazing! Thank Celestia I thought to bring a few bits.'_ I thought as I sat at a restaurant with a smoothie, reading my book.

_'And I just know RD is going to love this pendant I bought. It's amazing how much it looks like her cutie mark.'_ I added as I looked at the necklace.

_'Let's see a book for Twilight, a hair clip for Fluttershy, a few seeds Vortex gave me for Applejack and a brand new party cannon for Pinkie. Well that should settle that._' I thought proud of myself.

_'Well, I'd better get back, don't want to miss the tournament.'_ I thought finishing my smoothie and putting my things in my bag.

* * *

**Back with the others 3rd Person POV**

"Oh what am I going to do, I'll never win the competition now." Rainbow Dash said sadly.

**Later the Cloudsdale Coliseum.**

Rainbow Dash was backstage with the other contestants switching her number with another pony's. Rainbow Dash peeked out from behind the curtain she saw her friends, minus Phantom, up on one cloud with the bullies underneath them. Meanwhile, Phantom had been looking all night and still couldn't find them.

"Where are they?" He wondered before thinking.

"The coliseum!" he shouted and ran off.

"I'll be a while." said Rarity from the dressing room when she was check on.

"Fillies and Gentlecolts, please join me in welcoming our Princess Celestia." he said to the cheers of everypony.

"Would have been polite to have waited for me." Phantom said from behind the others.

"Where were you?" Twilight asked.

"I found a neat little café and had a smoothie." He replied as Celestia descended from the sky and waved to the crowd.

"Please welcome our celebrity judges for the best young flyers competition, the Wonderbolts!" said the announcer as said group made their entrance.

"Awesome." Phantom said wide eyed while Rainbow Dash had a small fan girl moment.

Phantom then notice one of the Wonderbolts turn to him and flash him a smile.

_'That's Spitfire alright.'_ He thought as he shook his head.

"And now let's find out who will take the prize as this years best young flyer!" said the announcer as everybody cheered.

"Hey Pinkie, where'd you get the finger?" Phantom asked.

"I don't know." She giggled making the others sweat-drop.

**Backstage,**

Rainbow Dash was worried.

"Okay contestants get ready contestant number one, let's go." said the pony in charge of the participants.

"Number one let's go." She said as the first pony went out.

"Number two, you're next." She said, making Rainbow thankful she'd switched numbers from 2 to 6 giving her time to prepare.

"Guess that's me now." said contestant number 2 heading out.

"Ok number 4 you're up." said the assistant.

"I'm number 4 and I need just another minute, be a dear and have some other pony go first please?" Rarity said poking her head out the door.

"Look, I don't care who it is, somepony just go out there." said the assistant.

"Time to shine!" said number 7 going through the curtain.

"Oh no!" Rainbow Dash said, before switching her number with Derpy Hooves to become number 15 and buy her more time.

**Back with the others,**

"My favorite was number 7 doing 15 barrel rolls in a row, can't be easy." Twilight said.

"I liked number 10, she looked like such a nice pony." Fluttershy said as well.

"I reserve judgment until I've seen them all." Phantom said.

"Because with the feats I've seen from my ghostly friends, I'm not too impressed." He explained.

"Name one ghost these ponies can't do." challenged Twilight.

"Vortex, a ghost Pegasus can change the weather but with a thought." replied Phantom.

"Wonder how we haven't seen Rainbow Dash or Rarity yet? The competitions almost over." Applejack said.

"They must be the last ones." Phantom said with slight distaste at rarity.

"To think she seemed to want to help so much before you gave her wings." He added to Twilight who nodded in agreement.

**Backstage,**

"Number 15, let's go." said the assistant before the dressing room opened.

"Rarity is ready." Rarity said wearing the most hideous outfit Rainbow Dash had ever seen.

"Look ladies I don't know what to tell you, but there's only time for one more performance if you both want to compete than your going to have to do it together." the assistant said.

"Well Rainbow Dash, shall we?" Rarity asked.

Rainbow Dash nodded, not having enough courage to speak.

"And now ladies and gentleman the final performance of the tournament, number 15!" said the announcer as Rainbow Dash come out from behind the curtain.

"And number 4?" he said confused as Rarity followed.

"Sweet Celestia! What is Rarity wearing?!" shouted Phantom, covering his eyes as the others cheered for rainbow dash.

Celestia heard him and had to agree about what Rarity was wearing.

"Good luck Rainbow Dash." Rarity said, unaware of Phantom putting on special sunglasses to block Rarity's outfit from sight.

"I hope you don't mind, but I took the liberty of changing our music. That rock and roll doesn't match my wings." She added before doing an elaborate mid air dance.

Come on, Rainbow Dash you can do this. Just remember your routine. Rainbow Dash thought looking at the course.

"Phase one." She said and started weaving through the row of pillars.

"Come on RD." Phantom said quietly focusing his attention on her, completely ignoring Rarity.

Unfortunately, Rainbow Dash's nervousness came through and she crashed into a pillar sending her face first into the wall directly below the bullies seat.

"Nice work Rainbow Crash!" said bully number two while Phantom winced.

He then poke his head through the cloud and said, "if you don't be nice to her, I'm going to ask Princess Luna to give you nightmares for a week!"

Rarity was still doing her dance during all that.

'_Alright phase two.'_ Rainbow Dash thought and speed off making some clouds spin.

"Look, phase two is working." Fluttershy said smiling before Rainbow Dash got hit in the face with a piece of cloud sending the still spinning cloud towards Princess Celestia.

Gasping, she and her guards ducked just in time to avoid the cloud while Rarity finished her dance.

"And now for my grand finale, I'll fly up and spread my wings so they'll glow with Celestia's sun all over Cloudsdale. They'll be talking about it for years." She said and flew up.

"I only have one more chance to turn this around." Rainbow Dash said.

"Phase three... the Sonic RainBoom." She said, gulping before flying upwards.

As Rainbow Dash gathered speed, Rarity had reached the apex of her performance.

"Look upon me Equestria, for I am Rarity!" She said to the crow as she spread her wings gathering ooh's and aah's, but suddenly not being able to take the direct heat of Celestia's sun, the wings evaporated back into the nothing from which they were created,

"Uh-oh." Rarity said before falling.

"Oh no! The wings evaporated into thin air!" shouted Twilight before hearing Phantom play the evil surprise tune on his guitar which the others forgot he had.

"What? I thought nice touch." He asked as they glaring at him.

While the Twilight scolded Phantom, the Wonderbolts sped off the judges platform to save Rarity, however, her flailing caught them by surprise and dizzied them, leaving Rarity not the only one in danger. Up in the sky, Rainbow Dash had heard her friends scream and saw the Wonderbolts falling, so with all her strength she took off as fast as she could go speeding past the ponies until a wind barrier formed around her.

No! she thought.

I can't let this stop me from saving my friend! She thought and through sheer willpower broke the barrier and made a Sonic RainBoom

"YES! SHE DID IT! A SONIC RAINBOOM!" Fluttershy and Phantom yelled before hugging each other in sheer happiness.

Realizing what they were doing, they broke apart and acted like that didn't happen with deep crimson blushes on their faces the others smiling teasingly behind their backs.

"Whoa!" Rainbow Dash said as she caught the falling ponies and pulling them back into the arena where assistant pegasi removed them from Rainbow Dash's back as she landed the other ponies started cheering with Fluttershy being the loudest and Phantom playing the soundtrack For We are the Champions.

"I did it! I did it!" Rainbow Dash said in happiness amazement and excitement.

"You sure did Rainbow Dash, you saved my life." Rarity said.

"Well, yeah I did that too. Best day ever!" Rainbow Dash shouted to the cheers of the other ponies.

* * *

**Back at the balloon.**

"I want to apologize to all of you for getting so carried away with my beautiful wings. I guess I just lost my head." Rarity said with the deepest of regret to which the others responded with their own versions of your forgiven ending with Phantom giving her a special gem which will glow red every time she does something like this again.

"And I was so thoughtless as to jump into the contest at the last minute after you worked so hard to win it." Rarity said to Rainbow Dash.

"Can you ever ever forgive me?" she pleaded

"Oh it's okay, everything turned out alright alright. I just wish I could met the Wonderbolts while they were awake." Rainbow Dash said, completely missing Phantom's excited jittering as he had a fan boy moment, before a hoof touched her shoulder. Turning around, she came face to face with none other than the Wonderbolts. "Oh my gosh, oh my gosh, oh my gosh, oh my gosh, oh my gosh, oh my gosh." Rainbow Dash said excitedly at meeting her idols.

"So your the pony who saved us right? We really wanted to meet you and say thanks." Spitfire said.

"Oh my gosh!" repeated Rainbow Dash as Phantom laugh.

"Princess." Twilight said as she and the others bowed.

"Hello Twilight Sparkle and hello to your friends and brother too." Princess Celestia said walking up to them.

"Phantom and Twilight, Luna and I were extremely happy with your last letter. Luna can not wait to see you again for much longer Phantom." She said with a smile.

"I am anxious to see her again too, Princess Celestia." replied Phantom.

"Princess Celestia, I'm sorry I ruined the competition. Rainbow Dash is truly the best flyer in Equestria." Rarity said.

"I know, that's why for her act of bravery and spectacular Sonic RainBoom the likes of which has not been seen since Rainbow Striker, I hereby present the grand prize of best young flyer to Ms. Rainbow Dash!" announced Princess Celestia.

"Oh my gosh!" repeated Rainbow Dash again as the crown was place on her head.

"So, Twilight Sparkle and Phantom, have you learnt anything from this?" Celestia asked them.

"We did, Princess." Twilight said.

"But we think Rarity learned even more than us." Phantom finished making sure his guitar was in place on his back.

"I certainly did, I learn how important it is to keep your hoofs on the ground and trust your friends." Rarity said excellent.

"Well done Rarity." Celestia praised.

"This really is the best day ever!" Rainbow Dash said happily.

"Uh, hey Rainbow Crash said the familiar voice of bully number one.

"Dash." said bully number two.

"Sorry, Rainbow Dash, we just wanted to congratulate you on winning the competition." said bully number one.

"That Sonic RainBoom was awesome!" said bully number two.

"Uh, thanks guys." Rainbow Dash said.

"We're really sorry we gave you such a hard time before." said bully number one.

"Oh, that's okay, don't worry about it." insisted Rainbow Dash.

"Hey, do you want to hang out with us? You can show us how you did that incredible trick." He said.

"Sorry boys, but I've got plans." Rainbow Dash said as she flew off with the Wonderbolts.

"Well, I suppose I can give her gift later." Phantom said.

"What do you mean?" Twilight asked.

While I was absent, I wandered around and found some things I thought you all would enjoy. I got you a book on how pegasi make the weather, Twilight." He said handing said book to her.

"I found a neat little hair clip for you, Fluttershy." he said giving her the butterfly shaped object while forcing down a blush.

"I couldn't find anything for you Applejack, but Vortex gave me some special apple seeds." he said giving her five separate pouches.

"Those are weather apple seeds apples for any weather. Each with their on flavor and for you Pinkie, I found you a brand new party cannon." lifting the thing from his bag.

"How'd you carry that?" Rarity asked.

"I may or may not have enchanted my bag?" He said sheepishly as the others laughed.

It was stop when he felt an tap on his shoulder. He turn around and saw Spitfire.

"Hello Phan-see." She said.

"Spitfire, for the last time, it PHANTOM!" He yell.

* * *

**Well, that's it for this chapter. Read and review hoped you like it and I'll try to have the next chapter out soon, until then ETRIGAN THE DEMON out.**


	17. stare master

**Hey it's me ETRIGAN THE DEMON back with a new chapter, Now here's the thing me and Phantom fan 21 think that I have been getting all the credit for chapters and I would like to stress the point that some chapters are being done by him so please give him some appreciation. Enjoy, also Wulf is in this chapter so ****_italics=Esperanto. _****One last thing I have increased the number of choices you can have on my poll from one to three, so please vote. Thank you.**

* * *

**Chapter 17 Stare Master 3rd person POV,**

Rarity was running around her shop looking for the imported thing she was missing.

"Where did I put it?" She muttered frantically.

"Oh, I thought I already..." She said levitating two buckets of gems.

"Oh and I can't forget..." She nearly yelled looking around.

"How am I ever going to get this done?" She said.

"What about Phantom?" Sweetie Belle asked.

"Twilight told me that he was very busy I can't ask him." Rarity said.

"Well maybe I could..." Sweetie Belle began.

"No, just stand over there where you'll be out of the way." Rarity said.

"Oh where's the ribbon?!" She cried out.

"Here it is!" Sweetie Belle said on top of the sewing machine trying to reach the red ribbon accidently knocking it off, where it hit the mannequin which fell onto the ironing board launching some balls of yarn across the room knocking fabric off the shelf which started throwing every thing around making a complete mess .i

"I'll just go and stand over there where I'll be out of the way." Sweetie Belle said, while Rarity sighed.

* * *

"Won't you at least let me help you clean up?" Sweetie Belle asked.

"No!", Rarity said, "you've helped me quite enough."

"I'm sorry sis.", Sweetie Belle said feeling sad about the mess she made, "I just thought that if I helped I'd find my special talent and finally earn my cutie mark."

"I understand." Rarity said, knowing she was just trying to help, even if she makes a big mess.

"It's just I need this time to fill this order without any complications, now back to work." she said tipping a mannequin back on it's stand.

"I've lost a lot of time and I don't need any more distractions." She finished sitting at her sewing machine.

"What now?" She asked as the doorbell rang.

"Oh I'm sorry." Fluttershy said as she enter the room, "I thought the open sign meant that your open, but I must of been mistaken."

"Don't feel to bad Fluttershy. Things like that happen to me regularly." Phantom said walking beside her.

"Oh Fluttershy, forgive me." Rarity said, "I was so wrapped up in my work I forgot you were bringing Opalessence back from her grooming.

"No worry's Rarity.", Fluttershy said, "I've left her there in the basket."

"Oh she looks great! gasped Rarity seeing a white pampered cat jump out of the basket.

"Once again Fluttershy, you never cease to amaze me." Phantom said.

"I just don't understand how you're able to do it." continued Rarity.

"I can't get near her without getting a swipe from her claws." She finished before Opalessence swiped the air with a hiss.

"Did you use the stare on her?" Rarity asked.

"Oh no!" Fluttershy said shaking her head.

"I wouldn't, couldn't, I don't have any control over it when it happens it just happens. No, I'm just good with animals it's my special talent you know." she finished.

"Well, you should have Opal as a cutie mark instead of those butterflies." joked Rarity.

"No, I think it should be picture of Angel." joked Phantom from beside Fluttershy.

"Oh, maybe I can be good with animals too!" Sweetie Belle said, running up to Fluttershy.

Swiping her claws through one of Sweetie Belles curls, Opalessence cut off a clump of mane.

"Or maybe not." Sweetie Belle said nervously to the amusement of the others.

"I'm sorry I can't invite you to stay and chat Fluttershy.", Rarity said, "I'm afraid I've bitten off a bit more than I can chew with this order."

"But your not eating anything." Sweetie Belle said, confused.

"No Sweetie, it's an expression." explained Rarity, "it means I've taken on more work than I can handle I've got twenty of these special robes to make tonight they're due in Trottingham tomorrow morning!"

"See? I've lined them in this special gold silk." She said flourishing the sheet around drawing wow's from Fluttershy and Phantom.

"I'm impressed Rarity." Phantom said.

"I would love to..." He began before being cut off by Rarity who didn't seem to hear him.

"It took so long to make, but I think it adds just the right touch. Don't you think?" She asked Fluttershy.

"These are lovely, but twenty by tonight?", Fluttershy said, "how will you get it all done?"

"I'll manage." Rarity said.

"Well, maybe I should get out of your mane so you can work." Fluttershy said heading for the door before three colorful blurs ran past them.

"Hi Fluttershy!" They said.

"Hi Rarity!" They said rushing past.

"Now that just hurts." Phantom.

"Hey Sweetie Belle!" the three blurs said.

"Scootaloo, Apple Bloom, Jazz!" Sweetie Belle said happily.

"Are you ready for tonight." Scootaloo asked.

"Yup! Cutie mark planning session is a go." Sweetie Belle said.

"Tonight's the night we each try to find our special talent!" Apple Bloom said.

"So we can get our cutie marks!" continued Jazz.

"Even if it takes us all night!" finished Scootaloo.

"I'm ready, you ready?" Apple Bloom asked Scootaloo

"Very ready! replied Scootaloo.

"CUTIE MARK CRUSADERS SLEEPOVER AT RARITY'S YAY!" All four of them yelled

"And look what I made us!" Sweetie Belle said, putting on a cape with a symbol of a filly wearing a cape on it.

"Wow! That is so cool!" chimed the others.

"What does that patch on your cape mean?" Phantom asked, making the others notice him for the first time.

"Oh hey Phantom." They said.

"It means THE CUTIE MARK CRUSADERS YAY!" They shouted making Phantom fly back.

"Darn it Youngblood." He said getting up.

"Who's Youngblood?" Fluttershy asked.

"A ghost filly who, like these four, doesn't have his cutie mark. He died at a young age, so he never got a chance to get it." Phantom explained, he threw me back because he loves pranks."

"Anyway." Scootaloo said.

"We're on a crusade mission." continued Jazz.

"To find our cutie marks!" finished Apple Bloom.

"Yup!" Sweetie Belle said.

"And look, I lined them in this special gold silk." She continued not seeing the others shocked expressions, "it took so long to make, but I think it adds just the right touch don't you..."

"Sweetie Belle what have you done?!" Rarity shouted shocked.

"That was the last of the gold silk! Now I'll have to make more!" She said.

"Um, I could..." Phantom began.

"No thank you Phantom." Rarity said, not hearing him.

"I hope I can make more. I'm going to have to work all night!" Rarity continued.

"Which means, I'm sorry girls the crusaders sleep over is cancelled." Rarity finished.

"What?!" Sweetie Belle said.

"I just won't have any time to watch if i'm to get these robes delivered on time." Rarity explained.

"But..." began Sweetie Belle.

"No, buts this time." interrupted Rarity.

"I'm sorry Sweetie Belle, this is the way it has to be." She finished causing the four to sigh.

"I suppose I could take them for the night." Fluttershy said, startling everyone as she hadn't spoken in a while.

"Oh I couldn't ask you to do that." Rarity said surprise.

"Oh it's no problem at all." insisted Fluttershy as the Cutie Mark Crusaders moved their heads back and fourth between the two as Phantom talked to Youngblood about joining the group.

"Fine.", He said making the others look at him, "but you'll have to ask the Ghost Writer if you can get one first alright?"

"Alright, I'll see you later." he finished.

"Anyway...", continued Rarity.

"Have you met my sister and her friends? A problem is all it would be." She added.

"Oh I've never had a problem with Opal." Fluttershy said, "I well I handle small creatures.

"I suppose that's true and I do have a lot of work to do." Rarity said thinking about it.

"Come on it'll be fun." Fluttershy said.

"I assure you their quite a handful." Rarity said.

"These sweet little angels?" Fluttershy asked, making the four look angelic with halos.

"Well, alright." Rarity said, after some thought.

"CUTIE MARK CRUSADERS SLEEPOVER AT FLUTTERSHY'S COTTAGE YAY!" shouted the four fillies before running off.

"So cute. Oh, wait for me." Fluttershy said dashing after them.

"Why did you drop by Phantom?" Rarity asked him.

"I was going to offer help, but I think Fluttershy needs it more.", replied Phantom.

"But I you want I could..." He began.

"No that's quite alright, Phantom." Rarity said, "you'd better keep an eye on those four."

"See you later Rarity." Phantom said as he left.

"See you later Phantom." Rarity replied, before getting ready to make the gold silk.

* * *

**Ponyville**

"Oh won't this be fun?" Fluttershy said, "we can have a nice little tea party and braid each others tails."

"As nice as that sounds, I'm going to have to pass." Phantom said startling Fluttershy. "Oh Phantom!", she said, "you scared me."

"Sorry Fluttershy." He said.

Meanwhile up ahead, the four crusaders sprinted past Twilight leaving her slightly dizzy. Looking back, she sees them messing around the well.

"Oh, hello Fluttershy, hi Phantom." She say's looking ahead again.

"Oh, hello Twilight." Fluttershy said.

"What's up?" Phantom asked.

"I'm headed to the Everfree Forest to Zecora's to get some of my favorite tea." Twilight explain.

"Ooh! Can you pick me up a couple of packets as well Twilight?" Phantom asked her.

"Sure!" Twilight said knowing that he love the tea as much as she does.

Then a tear in the air beside them opens and out jumps a wolf like ghost.

"What is that?" Twilight asked from behind Phantom with Fluttershy.

"That's Wulf, he's a wolf ghost. The only one I know who can project himself without my help." explained Phantom.

_"Saluton wulf, kion alportas vin ci tie?"_ he asked Wulf.

_"Amiko fantomo, estas bone vidi vin denove." _replied Wulf, giving Phantom a big hug.

_"Mi venis por averti vin pri besto en la Everfree arbaro konata kiel cockatrice." _He explained.

"Hmm, that could be problem." Phantom said thinking on it.

"What?" Fluttershy asked.

"It appears that a cockatrice has found it's way into the Everfree Forest." Phantom explained.

"Oh dear." Fluttershy said.

"What's a cockatrice?" Twilight ask.

_"A cockatrice estas infanino kun la kapo de koko kaj la korpo de serpento." _Wulf explained.

"What?" Twilight ask confuse.

"Wulf said that a cockatrice is a creature with the head of a chicken and the body of a snake." Translated Phantom.

"Also one look in it's eyes can turn you to stone." added Fluttershy.

_"Danken pro la averto Wulf." _Phantom said.

"_Via bonvena fantomo, mi vidos vin poste." _Wulf said, before jumping back into the rip.

"What was that language, Phantom?" Twilight asked, a little peeved that her little brother knew something she didn't.

"It's esperanto, Twilight." explained Phantom.

"I taught myself it when I heard Wulf couldn't speak English. So that's esperanto, dragonese, and chimeran." Phantom added as an after thought.

"How do you know dragonese?" Twilight asked.

"When that dragon was here, some writing was in his language on the wall, so when we got back I asked Spike to teach dragonese, it took me a few tries, but I got it." Phantom said proudly.

Without noticing, he had gained the attention of the crusaders.

"Wow Phantom your even cooler than I thought!" Jazz said.

"Yeah can you teach me?" added Apple Bloom.

"Maybe later.", Phantom told them, "anyway be careful Twilight."

"I will Phantom." Twilight said.

"So what are you doing with the girls?" She asked Fluttershy.

"I volunteered to take the girls over to my cottage for a sleepover." Fluttershy answered.

"Wow, sounds like everypony has their hoofs full today.", Twilight said, "taking on four fillies all by yourself, are you sure you can handle it?"

"Well I offered to help, Twilight." Phantom said.

"Though I am a bit concerned about the cockatrice, I think we'll manage." He finished.

"And these sweet little angels won't cause a bit of trouble.", Fluttershy said as the four smiled with halos, "they'll be no problem at all."

* * *

**Fluttershy's cottage**

"Wow! Look at this place!" Apple Bloom said, accidentally chucking a pillow at a blue jay and squirrel.

"No problem at all." Phantom said sarcastically.

"Okay girls, what should we do first?" Fluttershy asked.

"I'm gonna get my mark first!" exclaimed Scootaloo.

"Nu-uh!" Sweetie Belle said.

"I am!" Apple Bloom said.

No, me!" Jazz added.

"Girls, settle down!" Phantom said ducking a pillow.

'I'm gonna stay up all night!" Scootaloo said.

"Me too!" Apple Bloom added.

"Me three!" Sweetie Belle said third.

"Me four!" finished Jazz as they jumped onto Angel's bed.

"Girls, I know you're excited but..." began Fluttershy.

"Careful with the chairs!" Phantom said, tipping the chair Apple Bloom was on before it fell over.

"So what do you want to do play a game?" Fluttershy asked.

"We are the Cutie Mark Crusaders!" announced Scootaloo.

"And we want to crusade for our cutie marks." added Apple Bloom.

"Um, what they said." finished Sweetie Belle from Fluttershy's head.

Fluffing up Angel's bed, Phantom shook his head before gesturing the bunny to come over. Nodding at the bunny's grateful smile.

"Um, I don't know.", Fluttershy said, "how about a nice quiet little tea party?"

"Or we could go adventuring in the Everfree Forest!" Scootaloo said surprising Fluttershy and Phantom.

"Yeah!"The others agreed before dashing off to the door.

Only to find Phantom blocking it.

"That would be a bad idea girls." He said thinking about the cockatrice and his sister.

"It's full of dangerous creatures." Fluttershy added, flying next to Phantom.

"But you two could come with us and we could catch those creatures." Sweetie Belle said.

"We could be creature catchers." Jazz added.

"YAY! CUTIE MARK CRUSADERS CREATURE CATCHERS!" yelled the four fillies.

Then Scootaloo put a basket on her head and draped the rug over her and Apple Bloom.

"Rawr! I am a dangerous creature from the Everfree Forest." Scootaloo said.

_'How did she get her eyes to glow like that?'_ wondered Phantom.

"Halt dangerous creature from the Everfree Forest!" Sweetie Belle said.

"We are Sweetie Belle and Jazz, the creature catchers and we're hear to catch you." Jazz added.

"You will never catch me!", Scootaloo said, "I am far too powerful and dangerous."

"You can not run from us!" Sweetie Belle said woth Jazz nodding.

"Rawr!" growled Scootaloo before turning around. Sweetie Belle and Jazz following them.

"Maybe that's not such a good idea girls, how about we do some nice coloring?" Fluttershy said while Phantom went outside to think and calm down.

"Come back dangerous creature!" Jazz said jumping on Fluttershy's table.

"Please don't... began Fluttershy before being cut off by the table being broken.

"Break anything." She finished weakly.

"Sorry Fluttershy." Sweetie Belle said.

"Yeah, sorry." Scootaloo added.

"I guess we aren't creature catchers." Apple Bloom said.

"oh girls, it's okay..." began Fluttershy.

"I know!", Apple Bloom said, "we could be cutie mark crusader carpenters!"

"Uh-oh!" Phantom said coming back in.

"Carpenters?" Fluttershy asked.

"Hammer." Jazz said.

"Hammer." Scootaloo said, and passed Jazz a hammer.

"Hammer." Apple Bloom said.

"Hammer." Scootaloo said, and passed Apple Bloom a hammer.

"Hammer." Sweetie Belle said.

"Hammer." Scootaloo said, and passed her a hammer.

"Hammer." Scootaloo said.

"Hammer." She repeated and picked up a hammer.

With a nod they started to fix the table or so they thought.

"Ow." Phantom said, covering his ears while the blue jay and squirrel hid in their houses.

"That doesn't look like a table." exclaimed Jazz.

"We were building a table?" Sweetie Belle asked.

"Somepony needs to put this thing out of it's misery." Apple Bloom said.

"We are definitely not cutie mark carpenters." Scootaloo said walking off.

"Who wants a picture of a hammer on their flank anyway?" asked Sweetie Belle, following her.

"Well, now that that's out of the way.", Fluttershy said, "how about a game?"

"A game?" questioned Jazz.

"It's called, 'Sh'." Fluttershy said.

"What's that?" Scootaloo asked from the couch.

"Well it's to see who can keep quiet the longest.", Fluttershy explained, "sound fun?"

"I don't think it's going to work." whispered Phantom see the problem of the game.

"I'm the world champ you know, I bet you can't beat me." tried Fluttershy, seeing the deadpan expressions on the crusaders faces.

"I lose!" Scootaloo said.

"Me too!" Sweetie Belle added.

"Me three." Apple Bloom said next.

"Me four." Jazz said last.

"No." Fluttershy said."

"So what can we do now?" Scootaloo asked her friends,jumping on Angel's bed again.

"How about cutie mark crusader coal miners?" suggested Apple Bloom from the chimney.

"Yeah!" Jazz and Sweetie Belle said beside her, also in the chimney.

_'I should have known this was a bad idea.'_ Phantom thought.

"NO!" Fluttershy shouted surprising everypony.

"Aww!" said the crusaders.

"I mean, it's time for bed don't you think?" Fluttershy said.

"Aren't you excited to get all warm in your beds?" She asked.

"But we got crusading to do!" Apple Bloom said.

"We've got plans." Scootaloo added.

"And capes!" Jazz said, taking hers out of her saddlebag.

"Um, okay, maybe the crusading can wait until morning when it's light and not so dark." Fluttershy said following them up the stairs.

"How are we going to find our special talent in our sleep?" Apple Bloom asked.

"Maybe you'll have a nice little dream about your special talent." Fluttershy said, after blowing out the candle.

"Your special talent could be sleeping." Phantom joked.

"But we're not even tired." Scootaloo said.

"How about I sing you a lullaby?" Fluttershy ask them

"Yeah!" replied the crusaders.

**'Hush now, quiet now,it's time to lay your sleepy now quiet now,it's time to go to bed.' **sang Fluttershy softly.

"Oh I know this one." Sweetie Belle said.

"Oh wonderful, why don't you sing it with me?" Fluttershy said.

Clearing her throat, Sweetie Belle began singing in an upbeat ton.

**Hush now, quiet now,**

**it's time to lay your sleepy heads.**

**It's time to go to bed,**

**just drift off to sleep**

**and leave the exciting day behind you.**

**Just drift off to sleep**

**and everyone will thank you.**

**Hush now, quiet now,**

**lay your sleepy heads.**

**hush now, quiet now,**

**It's time to go to bed! (AN: please tell me if I got some of the lyrics wrong)**

"Ow!" Phantom said from the bottom of the stairs having been thrown off balance by the sudden loud music.

"Remind me to ask Ember for some ear plugs." He said to himself.

"Huh, what's that?" Sweetie Belle asked, hearing a clucking.

Placing the final object back on the shelf, Fluttershy turned around to see the bed was empty.

"Girls?" She called out the window.

"Fluttershy your chickens are on the loose." Apple Bloom said.

"I wonder what could have caused that?" Jazz said not seeing Phantom's deadpan expression behind her, as he walked out of the cottage.

"Don't worry Fluttershy, the Cutie Mark Crusaders will handle this!" Scootaloo said.

"Cutie Mark Crusader Chicken Herders!" Sweetie Belle cheer.

"Oh girls please come back." Fluttershy said, landing in the chicken pen.

The crusaders didn't hear her and kept chasing the chickens.

_'I should have insisted on staying with Rarity.'_ Phantom thought getting a headache.

"GIRLS!" yelled Fluttershy causing the crusaders and chickens to stop.

"Come on, in you go." She said, moving the chickens to the coop.

When they didn't go in she performed what the rest of the mane seven recognized as the stare.

"There's some good chickens." She said as they went into the coop.

"No matter how many times I see that. It never ceases to amaze me." Phantom said walking up behind the crusaders.

"Now I think it's time you went to bed, don't you think?" He ask them.

"Okay," said the crusaders.

"Alright so, no more crusading for tonight." Fluttershy said as they tucked into bed while Phantom waited downstairs.

"Of course Fluttershy." Scootaloo said.

"We promise Fluttershy." Sweetie Belle added.

"Good night Fluttershy." Apple Bloom said.

"Okay, good night." Fluttershy said, heading downstairs.

"Are you sure it's wise to leave them like that?" Phantom ask.

"I trust them completely." Fluttershy replied.

"Some how, I don't think trusting them is enough." Phantom said to himself.

* * *

**Meanwhile upstairs,**

"Okay, so what kind of crusading do we do next?" Jazz whispered to her friends.

"There's not much we can do from this room." Apple Bloom said.

"Unless we become Cutie Mark Crusader Cottage Cleaners." continued Sweetie Belle.

"No thanks." Scootaloo said shaking her head.

"We'll we have to do something." Apple Bloom said, walking to the window.

"We can't just waste this opportunity to find out what our special talents are." She finished before seeing a hole in the chicken pens fence.

"Hey come look at this." She whispered.

"Some of the chickens may have escaped into the forest." Scootaloo said.

"Cutie Mark Crusaders Chicken Rescuers are go." They whispered, bumping their hoofs.

"Whew!" Fluttershy said, lying on the couch while Phantom tried to fix the table.

"It really wasn't that hard, all I needed to do was show them whose in charge." She continued.

"Nothings gonna get past Fluttershy, good with animals and good with kids." She finished not seeing thee crusaders sneak past her.

"You know this could have been avoided had Rarity accepted my help." Phantom said.

"Why is that Phantom?" Fluttershy asked.

"Well you know how I was busy and no one has to see me?" He asked.

"Yes." Fluttershy replied.

"I was learning how to make silk from the ghost who made the cloaks." Phantom continued.

"I heard Rarity was making gold silk and I knew how hard it is to make, so made twelve yards as back up." He explained.

"I also made 5 yards ruby silk, but that's for another time." He finished to amazement of Fluttershy and Jazz, who had stayed to listen.

"Come on Jazz." Apple Bloom whispered.

"Ok." She whispered back before walking out the door.

As they ran out the gate Scootaloo's cape snagged on the fence ripping it.

"Wait up!" She called after the others quietly as the headed to the Everfree Forest.

"Peace and quiet." Fluttershy said contentedly.

"Too quiet." Phantom said having given up trying to fix the table.

The two look at each other before thinking on check on the girls.

Flying upstairs, Fluttershy was greeted with an empty bed.

"Girls!" She called flying outside with Phantom following her.

"Girls!" she said looking in the chicken coop.

"Elizabeak, she's missing!" She gasped.

"I think I found something." Phantom call by the gate.

Flying over, Fluttershy saw a rag on the fence and tracks.

"Oh no." She said.

"They must have gone looking for my missing chicken." She said.

"Which means they must have gone into..." She said before gulping.

"The Everfree Forest." Phantom finished worriedly.

"Those girls have really done it this time." Fluttershy said.

"They've really bitten off more than they can chew, just like us." Phantom said.

"I never should have offered to watch them." Fluttershy said before taking off into the forest.

Phantom was about to follow her when a rip appeared next to him and Wulf jumped out.

"M_i bedauras fantomo." _he said.

"_Kion vi volas diri Wulf?"_ Phantom asked.

"_Kia fratino krepusko estis turnis al stono."_ Wulf replied bowing his head.

"_La cockatrice!" _gasped Phantom.

"_Dankon Wulf, por rakonti al mi."_ He said before running into the Everfree Forest.

* * *

"Here chick, chick, chick." Apple Bloom said before squawking.

"What are you doing?" Scootaloo asked.

"Calling for the chicken." Apple Bloom answered.

"That's not how you call a chicken!" Scootaloo said.

"Oh, and you know how to call a chicken?" argued Apple Bloom.

"I know that's not the way!" responded Scootaloo.

"Then show me!" argued Apple Bloom much to the annoyance of Jazz and Sweetie Belle.

"I don't have to show you!" argued Scootaloo.

"You're just chicken." Apple Bloom remarked.

"Am not!" Scootaloo denied.

"Oh wait! Now I know how to call a chicken, Scootaloo, Scoot, Scoot, Scootaloo!" She called, disturbing a cave of bats.

"That's so funny I forgot to laugh." Scootaloo said angrily.

"You also forgot how to call a chicken." Apple Bloom remarked.

"Come on guys!" Jazz said.

"We're not gonna find the chicken or our cutie marks by arguing!" Sweetie Belle said as she and Jazz moved, not seeing the tree branch try and grab them.

"Maybe that's our special talent arguing?" Apple Bloom suggest.

"It's not arguing!" Scootaloo said.

"Is too!" argued Apple Bloom.

"Anything yet?" She asked turning around.

"Nope." Scootaloo said sadly.

"Darn." Apple Bloom before they started laughing.

* * *

**Phantom's pov**

I had just caught up with Fluttershy and we were looking for the girls.

"Girls!" Fluttershy called as she walked through the forest.

"Get a hold of yourself, Fluttershy." She said.

"Just put one hoof in front of the other." I said trying to offer support.

"Thanks Phantom." She said.

"Let's keep going." I said before accidentally stepping on a twig making Fluttershy jump.

"Eeeek!" She yelled before running ahead.

"Wait!" I call running after her before seeing a figure in the distance.

"Twilight?" I heard Fluttershy ask slowing down enough for me to catch up.

_'Sis? I thought she be home by now. What's she doing out here?' _I thought as got closer.

* * *

**3rd person POV**

"Oh Twilight it is you!" Fluttershy said with relief not seeing Phantom's worried expression.

"Thank goodness your here, I need your help." Fluttershy continued as the moon came out from behind the clouds andshining it's light on the Everfree Forest and revealing that Twilight was stone.

"Oh no!", Phantom said, "Wulf was right."

"What?" Fluttershy asked confuse.

"The cockatrice got Twilight!" Phantom replied making Fluttershy worry.

"Come on! We have to go find the girls. Applejack, Rarity and Jazz's cousin will kill me if I let anything happen to them!" He said worriedly as they ran off.

* * *

**Meanwhile,**

Scootaloo and Apple Bloom were still arguing and Jazz and Sweetie Belle were sick of it.

"Girls! Our special talent is not arguing!" Sweetie Belle said losing it.

"Besides what would an arguing cutie mark even look?" Jazz added also losing it.

"Girls, Girls!" Fluttershy and Phantom call out.

"Fluttershy! Phantom!" The crusaders called.

"Oh girls, thank goodness we found you." Fluttershy said.

"Girls we have to leave the forest at once!" Phantom said looking around.

"But we haven't found your chicken yet." Sweeite Belle protested.

"There's no time for that!" Fluttershy said worriedly.

"There's a Cockatrice on the loose!" Phantom said still looking around.

"A cock-a-what now?" Apple Bloom asked.

"A Cockatrice." Phantom said walking over.

"A highly dangerous creature with the head of a chicken and the body of a snake." He explain.

"The head of a chicken and the body of a snake?" Apple Bloom asked.

"That doesn't sound scary, that sounds silly." Scootaloo said laughing.

"If I ever saw one face to face I would laugh at how silly it is." Jazz agreed

"No! You must never look one in the eye." Fluttershy said standing in the way.

"The chicken!" Apple Bloom shouts seeing it before the crusaders dash off after it, completely ignoring Fluttershy.

They nearly caught it before they hear a growl.

"There it is." Sweetie Belle said pointing it's head poking out of a bush.

"Two chickens? I thought only one escaped?" Apple bloom asked seeing another one poking it's head out of the bush.

"Grab em both!"Scootaloo said as Apple Bloom prepared to grab the second one.

It slithered out of the bush startling the girls, revealing it was the Cockatrice. Roaring, it landed in front of the frantic chicken and with one glare it turned it to stone. The girls screamed and ran, they kept running until Scootaloo tripped on a rock, tripping the others as well. Looking up, they screamed at a Twilight stone statue.

"See now we have to..." Fluttershy began landing beside them before getting cut off by their screaming.

"Oh no!" Fluttershy said hearing a thud and knew it was Phantom, before seeing the Cockatrice come around the bushes.

"Girls get behind me!" She called.

After making sure the crusaders were behind her, she gave the cockatrice "The Stare".

"Who do you think you are going round turning ponies to stone?!" She said angrily not noticing it's attempt to turn her to stone.

"I have half a mind to find your mother and tell her what you've been up to!" She continued.

"Now I want you to turn Elizabeak and my friends Phantom and Twilight back to normal and don't ever let me catch you doing this again!" She finished making the Cockatrice nod and turn the others back from stone.

"Are you girls alright? We were so worried about you." She said to the crusaders.

"We're sorry for sneaking out and going into the forest, Fluttershy." Sweetie Belle said.

"From now on we will always listen to you." Apple Bloom said.

"We promise." Finished Scootaloo and Jazz.

"Oh you do, do you? Well then you'd better or I'll give you the stare." Fluttershy said before laughing.

"What happened?" Twilight asked a bit daze walking up.

"Before they could answer, they heard a clucking signifying that Elizabeak was back to normal.

"Um, little help here?" Phantom said who had gotten his head stuck in the ground.

The Crusaders laugh as Twilight help her brother get his head un-shuck.

* * *

**Fluttershy's cottage**

"And that's when I brought you and Phantom back from stone." Fluttershy said as she finished telling Twilight the story of what happened.

"This is going to be quite the letter to the princess." Twilight said, writing it down.

"Your telling me." Phantom said exhausted.

"I didn't sleep the whole night!" He complained.

"I was wrong about the two of you, you really do know how to handle those girls." Twilight said.

"Oh I wouldn't go that far." Fluttershy said.

"How so?" Twilight asked confuse.

"I assumed I'd be just as good with kids as I am with animals." explained Fluttershy.

"I thought I could at least tone them down a little." Phantom added, taking a sip of tea.

"We really learned the hard way not to bite of more than we can chew, right Phantom?" Fluttershy said.

"Eeyup!" Phantom said, making Fluttershy giggle at how much he sounded like Big Mac.

"Good morning Rarity." Twilight said seeing the unicorn walking up.

"Did you finish all those capes?" Fluttershy asked

"Whew, just delivered them. I have to admit if, you two didn't take the girls for the night, I might not have." She said.

"Yes you would have." Phantom said.

"How so?" Rarity asked.

"Because, had you accepted my help, I would have given you a few yards from the roll of gold silk I made." He explained with a smile, making Rarity nearly faint with shock.

"You mean..." She began.

"Yup! I was busy making gold silk about 12 yards if you want some." He said.

"Well, thanks again." Rarity said, still in shock from the fact that Phantom had spare gold silk.

"Won't you stay for some tea?" Fluttershy asked.

"I really must get back to the shop." Rarity said.

"Girls! Get your things it's time to go. Girls, uh, girls?" She said trying to get their attention.

"Allow me." Fluttershy said.

"Girls." She said softly.

"Yes, Fluttershy?" Sweetie Belle said.

"You called?" Scootaloo asked.

"Go and get your things, Rarity's here to take you home." Fluttershy said.

"Of course Fluttershy." Apple Bloom said.

"Right away." Jazz added, before they dashed off.

"How did you do that?" Rarity asked surprise.

"I guess I'm just as good with kids as I am with animals." Fluttershy said, causing Phantom to snicker.

"Goodbye stare master." called the girls as they left.

"Speaking of which, I could use your help with Opal." Rarity said.

"Of course, how about later today?" Fluttershy asked.

"How about now?" Rarity asked, turning to show Opal with her claws on Rarity's side.

Wincing, Phantom walked up and scratched her around the collar. Relaxing Opalessence enough to release her hold on Rarity.

"Thank you Phantom." Rarity said, no longer in pain.

"No problem Rarity." Phantom smile, putting Opal on her back.

"Well, goodbye." Rarity said walking away to her dress shop.

While Phantom had another sip of tea as he drank he wondered what adventure would happen tomorrow.

* * *

**Well finally done. Took me ages, but I got the chapter finished, anyway the pet poll for Phantom is still going and the amount of choices you get has been raised to 3. So please vote get other writers to vote. You have until May the Best Pet Win, so good luck ETRIGAN THE DEMON out.**

Also voting for the mare for Phantom to be with is up as well. You have until Hearts and Hooves Day to make you choice. You will fins that voting on my homepage, Phantom Fan 21.


	18. the show stoppers

**It**** is I, ETRIGAN THE DEMON back with another chapter, What's happening? Before we begin, we will introduce Jazz's cousin into this chapter. So for those of you who guessed keep your fingers crossed and now on with the show.**

Phantom Fan 21 here! Both of use was not looking forward to this chapter, but we did it anyway's. Up next is A Dog and Pony Show. I hope to write this time, but 'm a little busy with a different story. But I have time to help my pal Etrigan out. IF you want to read my stories, just go to my profile. Enjoy the show, not sure if I will though.

* * *

**Chapter 18 The Show Stoppers**

**The Orchard, 3rd person POV**

Applejack was leading the Cutie Mark Crusaders through the orchard.

"Where are ya taking us, sis?" Apple Bloom asked.

"We're almost there young-un's." Applejack replied.

"I've never been here before." Sweetie Belle said.

Applejack walked under a giant leaf lifting it up slightly to give herself some room. Apple Bloom walked through the leaf letting it smack Scootaloo in the face.

"Oh sorry." She said at Scootaloo's glare.

"Are we there yet?" Scootaloo asked.

"There? I don't even know what we are doing!" complained Jazz.

"Here we are!" Applejack said.

"What are we looking at?" Apple Bloom asked.

"I have no idea." Scootaloo said.

"What is that thing?" questioned Sweetie Belle.

"I don't know." Jazz replied.

"Cutie Mark Crusaders, welcome to your new clubhouse." Applejack said, pointing at a beat up old tree house.

"Wel,l don't thank me all at once." Applejack said sarcastically.

"This was my clubhouse when I was your age." She said, walking up the steps.

"Sure it hasn't been used in a while, but it's empty and on a secluded part of the farm." Applejack continued.

"And it's all yours!" She said.

"It just needs a little TLC." She finished.

"Maybe Phantom could help you fix it." She suggested.

* * *

Meanwhile in the library, a certain black and white unicorn sneezed himself out of bed.

"Huh?" He said tiredly.

"Must of been my imagination." He said climbing back into bed to catch up on the sleep he missed yesterday.

* * *

"Twilight and Rarity told us that he said he was going to get some sleep."Apple Bloom said.

"Yeah, he said he didn't get any sleep last night." agreed Jazz knowing it was their fault.

"How are we supposed to turn this into our totally new clubhouse anyway, even with Phantom's help?" Sweetie Belle asked.

"Well, maybe ya'll discover your cutie marks when you find your special talents." Applejack began leaning on a wall only for it to collapse.

"Housecleaning applejack finished dizzily.

* * *

**Ponyville Scootaloo's POV,**

I had just finished sketching Twilight and Phantom's library, tossing the picture of it and various other places into my saddlebag. I jumped on my scooter and, using my wings, headed towards Sweet Apple Acres. Jumping over a few branches along the way, I skidded to a stop in front of Applebloom who was painting the step.

"Wow, back already Scootaloo? You're amazing on that scooter." She said.

"Thanks!" I said and look at the clubhosue.

"Wow, Apple Bloom you did all this?" I asked.

"Yep! I fixed the broken shutters, sanded off the splinters, fixed the roof and painted it." She said proudly.

"Wow, what are Sweetie Belle and Jazz up to?" I asked.

* * *

**3rd person POV**

"We are the Cutie Mark Crusaders..." Sweetie Belle sang while Jazz hummed and they both dusted a table with their tails.

"Never stop the journey..." Sweetie Belle continued as they started dusting a tree.

"There you are Sweetie Belle and Jazz." Apple Bloom said, startling the two.

"See? I told you we could find them by following they're totally awesome voices." She added.

"What was that neat tune you two wear singing?" Scootaloo asked.

"Oh we were just working on the Cutie Mark Crusaders theme song." Sweetie Belle said with Jazz nodding.

"Cool!" Apple Bloom and Scootaloo said in unison.

"Teach us!" Scootaloo said.

"Well we've only come up with one part, but okay." Jazz said.

* * *

**Later Applejack's POV**

I was headed to the clubhouse to see how things were going with the CMC. Looking in the window, I heard a beautiful tune. Smiling I listened until Scootaloo started singing. Shaking my head, I spoke up.

"Well I'll be Cutie Mark Crusaders, you've done one fine job with this place, so what's next?" I asked.

"Well now that we have our very own clubhouse..." began Apple Bloom.

"And a map of Ponyville." Scootaloo added.

"And our very own theme song!" continued Sweetie Belle.

"With our very own sound track." Jazz finished.

_'Theme song?'_ I thought worriedly.

"We're gonna go out into the world..." began Apple Bloom.

"To find our own special talents..." continued Jazz.

"A whole new adventure!" Scootaloo added.

"To find our cutie marks!" finished Sweetie Belle.

"We'll leave no stone unturned." Apple Bloom said.

"No mountain unclimbed!" added Scootaloo.

"No meal uncooked!" added Sweetie Belle.

"And no song unsung!" finished Jazz.

"Well, Cutie Mark Crusaders, seems like you have a plan. Well I'm, uh, gonna leave no apple unpicked." I said.

"See you later!" I added walking away.

Not before hearing Scootaloo say, "Well ponies, are we ready to get our cutie marks?"

"Ready!" replied the others.

* * *

**Sweet Apple Acres, 3rd person POV,**

The CMC's first attempt at finding their cutie marks was at Sweet Apple Acres. Carrying buckets down the road, they went to slop the pigs. Apple Bloom and Jazz poured the slop into the trough. Sweetie Belle rang the dinner bell so the pigs knew it was supper time and Scootaloo opened the gate to the pig pen and the CMC got trampled in the process. When they were finally free of the pig stampede, they looked at their flanks and saw no cutie marks. Crossing the spot off their map the headed to their next objective.

* * *

**Sugarcube Corner,**

After some help from Pinkie, the CMC went to make some taffy throwing the color blocks in, that started making rainbow taffy, before Scootaloo's tail got stuck in the mix dragging the other three into the machine as well. When they tried to pull her out, they left sugarcube corner covered in taffy. They looked at their flanks and saw no cutie marks, still crossing that off their map, they headed to the next location.

* * *

**The Spa,**

Standing outside the spa, Apple Bloom and Jazz rang bells to bring in customers. Inside, one customer was relaxing while Scootaloo and Sweetie Belle were coloring her mane. After one look in the mirror, said customer ran outside crying. Stopping their work, the CMC checked their flanks only to find still no cutie marks. Crossing the spa off the map, they headed to the next possible place.

* * *

**The Orchard,**

Sitting round a table, Apple Bloom tried to perform a feat by guessing what was on a card without seeing. It the first was a heart. After a bit of thinking, Apple Bloom guessed circle. Next was a star, which Apple Bloom guessed a square. The third was a clover and Apple Bloom was stumped, so she did what she thought would work pressing all the buttons at once. Which caused the cards to fly out of the contraption, causing the others to look at her, unnoticed as Apple Blom looked at her flank hoping to find a cutie mark, but instead found nothing. Disappointed and sad, they crossed the orchard off the map and headed to the next location.

* * *

**The Snow Mountain,**

Reaching the snow mountain, the CMC attempted to go for a mountain climbing cutie mark by climbing the mountain, which was really nothing more than a rock. Pulling each other to the top, they slipped and fell. As they got up from the pile they made, they eagerly checked their flanks hoping for a sign of a cutie mark, but still finding nothing. Dejectedly, they crossed the rock off the map and headed towards their next objective.

* * *

**The Lake,**

Reaching the lake, they thought they would finally find their cutie marks in underwater exploration. As they swam, they saw beautiful things before getting chased off by an extremely angry squid. Without finding out if they had their cutie marks or not they, crossed it off the map and headed to the final location.

* * *

**The Library,**

Twilight was walking into the library with Miss Cheerilee to the sight of Spike and Phantom standing in front of a pile of books.

"We had nothing to do with this." They exclaimed as the CMC poked their heads through the pile.

"Well, we sure ain't getting our cutie marks for being librarians." Apple Bloom said.

"Huh, I should think not." Spike said sourly causing Twilight and Phantom to glare at him.

"What?" He asked in response.

"Girls, I think you're going about this the wrong way." Twilight said.

"Instead of doing things in areas you're not familiar with, try doing things in areas you already like." She suggested.

"And I have the perfect place!" Miss Cheerilee said, taking a poster out of her saddle bag.

"Showcase your talents..." Apple Bloom read.

"For all to see... continued Scootaloo.

"Perform in the Ponyville School Talent Show." finished Jazz.

"There'll be all sorts of awards, best dramatic act, best comedy act, best magic act, to name a few." Miss Cheerilee said excitedly.

"Surely you can find your talents." She suggested.

"Brilliant idea, Miss Cheerilee." Phantom said, walking up.

"When did you get up?" Twilight asked.

"I was already going to get up anyway, the CMC just sped up the process." He explained.

"This would be the best place to find our talents." juggle Apple Bloom.

"Singing!" added Jazz.

"Acting!" continued Scootaloo.

"Magic tricks!" finished Sweetie Belle.

"Square Dancing!" suggested Apple Bloom.

"Music playing!" added Jazz, getting Phantom to think.

"Tightrope walking!" continued Scootaloo.

"Tiger taming! finished Sweetie Belle.

"My little ponies, your missing the point." Twilight said.

"Think about the things you already enjoy doing." Phantom added.

"Think about what you're already good at." finished Twilight.

"Sure we can do that." Scootaloo said.

"Course we can." Sweetie Belle said.

"Well what ever we do..." started Apple Bloom.

"We'll do it as..." continued Jazz.

"THE CUTIE MARK CRUSADERS!" they all said in unison, slapping their hoofs together.

* * *

**Later,**

"Sweetie Belle, I told you not to touch my things! Come back with my supplies!" Rarity yelled.

"We're just borrowing them for the talent show. Don't worry sis, I promise we'll bring them back." Sweetie Belle shouted back as Scootaloo pulled them to the next place.

"Thanks for the fan, Mister Breezy. We promise to give it back soon." Jazz said as Scootaloo pulled them away.

"What do we need a fan for?" Apple Bloom asked.

"Just trust me on this." Sweetie Belle said.

"Alright that's six wooden planks, 4x8 plywood, four paint cans and four brushes, anything else?" Scootaloo asked.

"Yeah instructions on how to use six wooden planks, 4x8 plywood, four paint cans and four brushes." Sweetie Belle answered.

"What?" She asked at Jazz's glaring at her.

"Ghost, goblins and ghoulish creatures? Good heavens girls, what would you need a book like this for?" Twilight asked as Spike put it in the cart.

"Just trust us." Sweetie Belle said.

"We'll give it back as soon as possible." Apple Bloom said.

"I don't like the looks of this." Phantom said.

"What do you think their up to?" Twilight asked.

"I don't know and I don't know if I should be scared or excited to find out." Spike replied.

"Try being scared, it makes you a little bit safer." Phantom said before look up.

"Huh? Ah she's here." Phantom said, spotting a pony in the distance.

"What are you talking about?" Twilight asked.

"I'll explain later, just don't mention any of this to the CMC." He said before heading off to greet the visitor.

* * *

**Meanwhile, at the clubhouse,**

"I'm glad we're doing this as a team." Scootaloo said.

"Me too!" Sweetie Belle agreed

"So, um, what are we doing again?" Jazz asked.

"A super dramatic song for the talent show of course!" Scootaloo said.

"Right, with super cool scenery and amazing costumes." Sweetie Belle added.

"And mind blowing dance moves!" included Apple Bloom.

"This is going to be so amazing!" Jazz said.

"Sweetie Belle, Jazz, you two should be the singers." Apple Bloom said rememebering the time the heard them.

"No way I'm singing in front of a crowd." Sweetie Belle said, shaking her head.

"And I can't sing, I only play instruments." Jazz said.

"Twilight and Phantom said to do something we like to do and I want to be like my big sister and be a designer." Sweetie Belle said.

"Fine, you can do the scenery and costumes and Jazz can do the soundtrack." Scootaloo said.

"Yeah and Scootaloo, you do amazing tricks on your scooter, so you can be the choreographer." Apple Bloom said.

After thinking about it, Scootaloo nodded before shaking her head.

"Nah, I'd rather sing a wicked rock ballad." She said.

"You should come up with some awesome moves, Apple Bloom." She added.

"Hmm, I'm not much of a dancer, but I do like kung-fu. That's kinda like dancing." Apple Bloom said, demonstrating.

"Then it's settled, let's get started!" Sweetie Belle said.

* * *

**Later,**

While Sweetie Belle made the costumes, Jazz played the piano and Scootaloo attempted to sing. Apple Bloom started dancing.

"Alright here we go, one and a two." She said before tripping and landing on Jazz's tail.

"Ow! Apple Bloom, what are you doing?" She asked, helping her up.

"Oh, I fell like I got four left feet. I can't even spin right." Apple Bloom said.

"Don't be silly you just have to keep your head forward to the very end, like this." Scootaloo said, before doing a one hoof spin.

"See easy, peasy, you just got to practice a bunch, that's all." She said encouraging Apple Bloom.

Meanwhile Jazz was thinking about her cousin was was too far way to come and see her.

_'I wish she could see me now.'_ She thought as she watched, Apple Bloom and Scootaloo.

"Wow! That does look easy. Thanks, ok let's try this again." Apple Bloom said, before spinning and falling over.

"I'm okay!" She yelled.

"Keep practicing!" Scootaloo yelled back.

"Will do!" Apple Bloom replied.

Returning to the piano, Jazz started playing and Scootaloo started singing...badly.

"We fight the fight, we walk the walk, we eat the food like a celery stalk... She sang getting confused at the end.

"I'll never come up with anything! Never, never, never!" She said slamming her head on the piano.

Stopping for a moment, a roll of fabric bounced on top of the piano and rolled away with Sweetie Belle running after it.

"Dumb fabric." She said, giving up.

"Hey Scoot, how's the song going?" She asked, only for Scootaloo to reply with a raspberry.

"Oh my, sounds serious." Sweetie Belle said, mimicking the noise.

"I'm just no good with lyrics, coming up with words is like really hard." Scootaloo admitted.

"Oh come on they can't be that bad." Sweetie Belle said, walking up.

"With our cutie marks, we'll rock Equestria, we use our stomachs to digestia?" She read confused, before looking at Scootaloo, who had a sheepish grin on her face.

"Um, well, they're good, but how about after we fight the fight you put there's nothing that we fear, we'll have to figure out what's next until our cutie marks are here." Sweetie Belle said, singing the last part while Jazz played a tune.

"Wow! That's so awesome! Did you just come up with that now?" Scootaloo asked, impressed.

"Yeah kind of." Admitted Sweetie Belle.

"Thanks, I'm totally using that!" replied Scootaloo, picking up a pencil and writing the lyrics on her lyric page.

Stopping, she heard a noise looking down the hill she and sweetie belle saw the runaway fabric fall into a pond at the bottom of the hill.

"Oh no." Sweetie Belle said, taking it out.

_'Looks like we'll have to wait for it to dry.'_ She thought before hanging it on a clothesline and going back to her sewing.

Taking the dress out of the machine, she looked it over.

"1...2...3...4...5?" She said, counting the sleeves.

Sighing, she looked over to see a dizzy Apple Bloom fall over right in front of her.

"Ouch!" Apple Bloom said.

"How's the spinning coming along?" Sweetie Belle asked.

"I think i'm just gonna stick to punchs and kicks." Apple Bloom said, from her place on the ground.

"You know ponies only have four legs." She said, looking at the outfit Sweetie Belle made.

"I'll never be a designer like my sister, Rarity." Sweetie Belle sighed.

"Well, why don't you use the form, fitter it, will help you make your outfit and put the pieces in the right places." suggested Apple Bloom.

"Oh is that what that's for!" Sweetie Belle said.

"And you might want to clean your brush between each color." Apple Bloom said, looking at the cardboard scenery Sweetie Belle made.

"Oh I was wondering why all the colors looked like mud." Sweetie Belle realized.

"Your not using power tools, are ya?" Apple Bloom asked.

* * *

**Even later, Applejack's POV,**

The talent shows just around the corner and I heard that Phantom had a surprise for Jazz, but I agree not to tell, still I couldn't believe that_she_ was Jazz's cousin.

_'I wonder how the fillies are doing.'_ I wondered as I headed to the clubhouse.

Looking in the window, I winced at the poor dance moves employed by Sweetie Belle, Scootaloo and Apple Bloom.

"Well gosh, sure wasn't expectin that." I thought out loud, walking away.

"I thought that was good." I heard Jazz say and looked back up at the window.

Worriedly, I tried to sneak away as the CMCs were coming round the corner.

"Hey did you see us practicing?" Apple Bloom asked.

"Uh, yeah." I said.

"Well, how'd we how'd we do?" Apple Bloom asked again.

"Uhhhhh..." I said, not sure what to say.

"Speechless, see that's what I told you we're gonna do tonight." Scootaloo said.

"We're gonna leave them speechless!" Jazz said.

"YAY!" They cheered in unison.

"Speechless is right." I said to myself.

* * *

**That night, Phantom's POV,**

The magic show was kicking things off with Snips and Snails magic act.I laughed silently as Snails ate the carrots that were supposed to be under the hat in place of the rabbit. Closed the curtains to make way for the next act, I don't know what the CMCs are doing for their act, but I do know something that will surpris for Jazz at the end.

"Let's give a round of applause to the S AND S magic act." Miss Cheerilee said, giving everyone a chance to show their appreciation.

"For our next act, we have Sunny Days and Peachy Pie performing their favorite poem on rollerskates." She said making the crowd clap for the next act as I idly wondered where Twilight went since she was sitting next to me during the magic act and had suddenly vanished.

My wonder ceased for the moment when I heard music playing and almost instinctively knew it was Jazz's doing. Smiling, I waited until I heard Sweetie Belle's voice, but was shocked and worried to hear Scootaloo singing and horrified to see what they were wearing.

* * *

**3rd person singing part,**

**The cheer of three little ponies,**

**ready to sing for this crowd.**

**Listen up cause here's our story**

**I'm gonna sing it very LOUD!**

**When you're a younger pony**

**and you're flank is very bare,**

**feels like the sun will never come**

**when your cutie marks not there.**

**So the three of us fight the fight,**

**there is nothing that we fear.**

**We'll have to figure out what to do next**

**till our cutie marks are here!**

**We are the Cutie Mark Crusaders**

**on a quest to find who we are,**

**and we will never stop the journey,**

**until we have our cutie marks.**

**They all say that you'll get your mark,**

**when the time is really right,**

**and you'll know just what you're supposed to do,**

**when you're talent comes to light.**

**But it's not as easy as it sounds,**

**and that waiting's hard to do.**

**So we test our talents everywhere,**

**until our faces are blue.**

**We are the Cutie Mark Crusaders,**

**on a quest to find out who we are,**

**and we will never stop the journey,**

**until we have our cutie marks.**

**We are the Cutie Mark Crusaders,**

**on a quest to find out who we are,**

**and we will never stop the journey,**

**not until we have our cutie MARKS!**

* * *

**Back to Phantom's POV,**

I was horrified and looking at Applejack and Rarity, I could see they were too. Glancing quickly to the left I saw one pony had heard nothing, but Jazz's music. Looking back to the stage I was shocked to find Sweetie Belle, Apple Bloom and Scootaloo emerging from some cardboard debris. After a moment everypony except Rarity, Rainbow Dash and Applejack started laughing.

'_Well, you can't say they didn't bring the house down.'_ I thought barely hiding my chuckles before seeing the downcast looks of the three CMCs on stage as they walked off.

I could only watch sadly as I didn't want to blow my surprise.

"And now let's give it up for our talented fillies and colts!" announced Miss Cheerilee, making the crowd applaud as I could barely see the Cutie Mark Crusaders including Jazz this time, sneak past the others onto the stage.

"Our first award goes to Snips and Snails for best magic act!" announced Miss Cheerilee, putting the awards round said ponies necks.

"Our next award goes to Sunny Days and Peachy Pie for best dramatic performance." She announced as Snips and Snails bickered about their awards.

"And the final two awards go to the Cutie Mark Crusaders!" Miss Cheerilee said, surprising said fillies.

"For best comedy act and best musical act!" She said putting the awards around they're necks as everyone, including me, cheered.

Leaving the crowd, I nodded to my surprise guest and we headed backstage.

* * *

**Backstage,**

"Congratulations ponies, job well done!" I heard Twilight say as my surprise guest and I prepared to surprise Jazz.

"Thanks Twilight." The CMCs said glumly as I walked up.

"Come on now girls don't be like that." I said walking up.

"But we worked really hard and won two prizes and we still don't have our cutie marks." Scootaloo said.

"Well that maybe, but look who came here to see you play, Jazz." I said stepping aside allowing the musical pony Octavia to walk into the light.

"Cousin Octavia!" Jazz yelled running up to hug her, surprising everypony on stage.

"You came!" She said.

"So that was your surprise?" Twilight realized.

"Yes, once I knew the CMCs were entering the talent show, I attempted to contact Octavia to invite her to hear Jazz play." I explained.

"It took me a while, but after a little help from the only other pony in ponyville with a musical talent, I managed to get a letter across." I continued.

"You really should thank your other cousin, Jazz." I said, with a smug look.

"Who?" She asked me, confused.

"Why you're cousin Vinyl Scratch, of course." I said with a grin as DJ pon3 walked up as well.

"Cousin Vinyl!" Jazz shouted, running up to hug her as well.

"How can that Blank Flank be related to those two ponies?!" I hear Diamond Tiara asked.

As Jazz hugged her cousin, Octavia walked up to me.

"I want to thank you for contacting me to hear Jazz play." She said.

"It was no problem at all." I said.

"Besides, it was the least I could do for a friend of mine." I added.

"Still, thank you." She said, giving me a kiss, making me freeze as she walked back over to Jazz to chat about what's been happening.

* * *

**3rd person POV,**

Chuckling Twilight turned back to the remaining CMCs was was snapping out of their shock.

"We think we know why we didn't get our cutie marks." Apple Bloom said.

"Oh and what's that? I'll love to make a special report to the princess, with a little side note about Phantom." Twilight said, smirking at the last part as she looked at Phantom, who even though the three cousins were gone, was still frozen in place with a small blush on his face.

"We were trying too hard." Sweetie Belle said.

"Yes." Twilight said.

"And instead of forcing ourselves to do things not meant for us..." continued Scootaloo.

"Yes? Yes?" Twilight said.

"We each should be embracing our true talents." finished Apple Bloom.

"And that is?" Twilight asked, the three remaining Cutie Mark Crusaders.

"Comedy!" They said in unison, breaking Phantom out of his shock.

"Uh-oh!" he said silently while Rainbow Dash, Rarity, and Applejack walked backstage.

"Apple Bloom, you did." Applejack said proudly.

"Did you see our award? We were funny!" the remaining CMCs asked their respective ponies.

Shaking her head, Twilight chuckled.

"One day." She said.

"One day." Phantom added from beside her with a smile.

* * *

**Meanwhile,**

Jazz and her cousin's stop at the park with Jazz telling them how she first met her idol.

"And then he was there! Like he appear out of thin air!" Jazz said in her own fan girl mode.

"Jazz, I'm really proud of you. I was right have Vinyl watch over you when I was getting ready for the Grand Galloping Gala." Octavia said.

"Your going to be at the Grand Galloping Gala?!" Jazz shouted, "Phantom going there too!"

"Is he? Well that nice, I hope I can see him there." Octavia asked.

"Oh yeah, I almost forget, he also Princess Luna student." Jazz added shocking the two.

"What?" They asked.

"Yeah, because Phantom loves the night, he asked Princess Celestia herself if he could." Jazz answer.

"Um, Jazz you do know that Princess Luna was Nightmare Moon right?" Vinyl asked.

"Well, yeah. But Phantom not letting that stop him." Jazz said.

"How does Phantom know Princess Celestia? He never told use that." Octavia asked.

"Oh, his sister is Princess Celestia student. You two have seen her." Jazz answer again.

"Wait that mare that was talking to before he show you me?" Octavia asked again.

"Yeah, that's Twilight Sparkle." Jazz answer.

"Well, I thought she was his, well, mare friend." Vinyl said.

"Say what?!" Jazz shouted.

* * *

**For those of you who guessed Jazz's cousin was Octavia, CONGRATULATIONS! You are correct. Now for future reference there will be no Octavia x Phantom, the kiss was for plotline only. I hope you enjoyed this chapter, ETRIGAN THE DEMON out.**

Phantom Fan 21 here, making Octavia Jazz's cousin was my idea with DJ Pon3 being Etrigan's. I also added on that extra scene with Jazz hanging out with her cousins. Just to be clear, because, they are brother and sister, there will not be any Twilight X Phantom. I say that in case any new readers think they are together.


	19. a dog and pony show

**Hello there, this is Etrigan the Demon back with another chapter. Impressive, I know. Now I would like to give a big thanks to my beta reader Phantom Fan 21, go read his stuff it's awesome and well remember to vote for pet's and pairing. Let's begin.**

* * *

**Chapter 19 A Dog and Pony show**

**Rarity's shop, 3rd person POV,**

"Perfect!" Rarity said as she finished putting gems on a brand new dress she has made.

Closing the curtain, she heard the door open.

"Coming!" She said.

"Welcome to Carousel Boutique where every garment is chic unique and magnifique!" she said, giggling a little.

Opening her eyes, she gasped.

"Sapphire Shores, the pony of pop?! She said.

"Good afternoon Miss Rarity." Sapphire said.

"You know my name?" Rarity asked, nervously.

"Well of course I do darling. I make it a point to know all upcoming designers and clothes Horse magazine just raved about you and a stallion called Phantom." Sapphire replied.

"Apparently Hoity Toity said you had him help you make the dresses in his boutique." She added.

"Oh my stars! If I'm dreaming do not wake me up." Rarity said to herself.

"How may I help you Miss Shores?" She asked.

"Please, call me Sapphire." replied Sapphire.

"How may I help you Sapphire?" Rarity asked again.

"Well, as you know I'm going to tour all around Equestria with my latest concert, Sapphire Shores Zig Filly Folly. So, I need to look sensational aaow." Sapphire said .

"I have just what you need Sapphire Shores! Prepare yourself for the piece deresistance of my collection! I just finished it this morning, with a cape lined with ruby silk I got from Phantom." Rarity said pulling open the curtain to show of her new outfit.

"I used every last diamond found on this one garment." She said.

"And it is spectacular! I'll take it!" Sapphire Shores said.

"Really?" Rarity asked surprise.

"Oh yes and five more each done up in a different jewel and please ask your friend to line the capes with a different silk." Sapphire said.

"Beg your pardon?" Rarity asked.

"Costume changes." Sapphire replied, causing Rarity to look at her gem box and faint when she saw it was empty.

"Yes, I do have that effect on ponies." Sapphire said as she walked away, passing Phantom.

_'Huh? Sapphire Shores? Wonder what she's doing here.'_ He thought, walking in and seeing Rarity fainted on the floor.

"Rarity, wakey, wakey." He said poking her.

After a few minutes of prodding her unconscious form, Phantom went and got a bucket of water and poured on her face.

"What was that for?! She yelled at Phantom.

"You were unconscious and weren't waking up. Care to tell me what Sapphire Shores was doing walking away from your boutique?" Phantom said then asked.

"She wants to purchase that outfit over there." She said.

"Oh, the one I gave you some of that ruby silk for made with real ruby's. It was hard to keep Spike away from it." He said.

"Yes and she wants five more each in a different jewel and she wants you to line the cape in different silk as well and I'm out of jewels." She said.

"I'll get Spike." He said.

"What for?" She asked.

"We're going to look for gems." He said with a small smile on his face.

* * *

**Later in a canyon,**

Rarity and Phantom were searching for gems with Spike pulling a cart behind them.

"Oh my gosh Sapphire Shores the pony of pop?! She is awesome." He said.

"I'm more of a rock and classic fan." Phantom said.

"She's gorgeous, talented and ... not even half the pony you are." Spike said at Rarity's glare, not hearing Phantom.

"Well you're more beautiful and talented." Spike said.

"Spike, a lady is never jealous, right Phantom?" Rarity asked.

"Leave me out of this." Phantom replied.

"Of course, but are you not totally flipping out or what?" Spike asked.

"Ladies do not flip out, Spike, however I was quite in awe." Rarity said.

"I need to find more jewels than ever to decorate her costumes." She said pacing back and forth.

"I need specific jewels to make the silk for the capes." Phantom added, also looking around.

"Huh, yes." Rarity said.

"You find some?" Spike asked.

"Yes, right there." Rarity said, pointing at the ground, having Spike start digging to uncover the cache.

"Oh you look delicious." Spike said licking his lips.

Grabbing them he was about to eat them when a rock hit his head.

"No eating the gems Spike." Phantom said.

"We promised to give you gems to snack on, but we need to find more if we are to make the costumes for Sapphire." Rarity said as a downcast Spike put them in the cart.

"I'll miss you my sweets." Spike said.

"Spike I found some!" Phantom called out.

"Coming!" Spike called back.

And so it went Phantom and Rarity locating the gems and Spike digging them up. Gradually the cart was filled.

"I probably should have brought a bag of my own." Phantom said.

"Why?" Rarity asked.

"Well, I could have put a few gems in the bag for my use and I'm going to need a lot of different gems." Phantom explained.

"Oh." Rarity and Spike said as the continued their business.

* * *

**Later,**

The cart was full of gems there were rubies, sapphires, emeralds, amethysts and even a few rainbow jewels.

"What kind of gem is that?" Rarity asked, looking at one.

"I've heard of these, they used to be individual jewels, but the force of earth upon them combined them into one semi priceless gemstone." Phantom explained, his eyes wide with awe.

_'We don't have enough of them for me to make a silk out of, but if I make a silk out separate gems and then sew that together, I should get the same result.'_ He thought to himself.

"Well done Spike, you have been very patient and for that you get the finest of rewards from me to you." Rarity said levitating a jewel to Spike, who looked ready to eat it, but had second thoughts.

"Something wrong Spike?" Rarity asked.

"No, it's perfect." Spike replied with a grin before Rarity's horn lit up indicating more gems.

"Bring the cart Spike, there are more over here." She said following her horn.

Phantom had to smirk as he knew why Spike did not eat the gem.

Spike and Phantom following her, not knowing they were being watched.

Prying apart the branches, a creature started drooling over the gems in Spike's cart.

"Oh gems, precious gems." it said drooling.

"He is the gem finder! With him we could have all those gems and more." said the second creature.

"Let's get the dragon." said the third being.

"Oh Spike, over here. You know it's terrible to keep a lady waiting." Rarity said, not knowing three being's eyes looking at her and Phantom with greed.

"I think we're really going to strike gold this time." Phantom said as Spike dug.

"Jackpot!" Spike said as he hauled up a load of gems.

"It's not the dragon we want, it's the ponies." said the beasts preparing to attack.

"Alright Spike, Phantom, I think that's all we can do today and these will get us well on our way to making Sapphires outfits." Rarity said before her horn glowed again, Phantom's accompanying.

"It another jewel?" Phantom asked as this has only happened around Desiree.

"Oh strange, it's in the tree's." Rarity said, following her horn.

"Ahh!" She screamed as the creatures jumped out of the tree and surrounded her and Phantom.

"Oh, hello good fellow's." Rarity said, backing up a little.

"I am called Rarity. This is Phantom and that's our friend Spike." She continued.

"And you are?" She asked.

"Diamond Dogs." growled one of them.

"Oh, well, that explains the fine taste in jewelry. I know that diamonds are a girls best friend and now I can see they are a dog's best friend too." Rarity stuttered as Phantom prepared for a fight.

"So you hunt for jewels?" Phantom asked with his eyes turning green.

"Yes, we hunt." said one of the diamond dogs.

"We hunt for jewels." another said grabbing the gem on his collar for emphasis.

"But you are better hunters." said a third.

"So now we hunt for you!" announced the first before grabbing the two.

"Let us go!" Phantom said struggling.

"Or else!" he added.

"Or else what?" asked the diamond dog as another took Rarity down a hole.

Phantom saw that and his cutie mark became a skull.

"Or else this!" Phantom said before whistling as loud as he could making the dogs wince.

"What was that supposed to do, scare us?" mocked the dog.

"No, he is!" Phantom said smugly, gesturing to the giant green dog that came out of the neighboring forest.

Terrified out of there minds, the remaining diamond dogs dropped Phantom and the cart and ran off down a hole.

"Good boy, Cujo!" Phantom said scratching the dog behind his ear causing it to shrink down to a puppy.

what is that asked spike worriedly as he hid behind phantom i'll explain later spike let's get the others phantom said running off spike following while cujo went back into the forest

* * *

**Ponyville the Library,**

"Lalalalala," Twilight hummed as she looked for a book to read before a loud bang startled her. Turning around, she saw a worried looking Phantom and Spike.

"Phantom! What did I tell you about slamming doors?!" She scolded him.

"No time sis, just get the others. We have an emergency!" He said gasping for air.

"I'll get Fluttershy, Pinkie Pie and Rarity and you get Rainbow Dash and Applejack." She said before running off, not hearing him say it was about Rarity.

* * *

**Jewel Valley**

"Alright, so a bunch of diamond dogs tried to ponynap me and Rarity." Phantom said as he ran towards the holes the dogs left.

"They took Rarity, unfortunately, they got away with Rarity and the gems we found." He finished sadly.

"But they left holes so we can go after them." Spike added breathing into a paper bag.

"Well that sounds mighty easy. Just take us to these holes and we'll go save Rarity." Applejack said as they reached the valley.

"Oh nuts!" Phantom said as he saw hundreds of holes.

"Where... there were only three... holy moly that's a lot of holeys!" Pinkie gasp.

"Come on, let's get started." Twilight said with determination.

"Hello?" She said peering down a hole only to gasp as a pair of eyes looked back and plugged it up with dirt.

Looking around the group saw it happening to every hole in sight.

"Quick! We've got to get down there before they're all stuck!" Twilight said.

"Way ahead of you!" Phantom said looking in another hole.

Only for dirt to spray in his face as it plugged up the hole.

"Oh dear!" Fluttershy said as the mounds piled up around her, bouncing around.

Pinkie tried to dive into an open hole only to get her head stuck at the rising mound.

"We can't muscle through it." Applejack moaned after a failed attempt to block the dirt.

"We'll see about that!" Rainbow Dash said climbing high before shooting at an open hole with determination.

As she got closer, she stopped just before getting stuck in the mound that stopped her descent.

"Heavens to betsy I'm all for pickin myself up and dustin myself off, but Rarity won't even touch mud unless it's imported." Applejack gasped.

Oh Rarity," Twilight sighed as they pictured what she was going through,

**Thought bubble**

**"Oh woe is me." thought Rarity said in a cell with a rusty, but sturdy door.**

**"Oh what ever shall I do?" she groaned walking forward before stepping on dirt mound covering her leg in dust.**

**"Oh dirt, dirt, awful, awful, dirt!" She cried running around making her self even dirtier.**

**"Oh somepony save me, save me!" She cried as the thought faded.**

**end thought**

We gotta save her!" Applejack said frantically.

"But they blocked up all the holes." Fluttershy said looking around.

"Don't mean we can't dig em out!" Applejack retorted jumping on a mound and beginning to dig.

The others following her example climbed up and started to dig as well, except Phantom who was still looking for an open hole and didn't hear the statement. While they were digging, a Diamond Dog dug up behind Pinkie and pulled her tail causing her to fall off the mound, while another picked Fluttershy up and dropped ending her digging as well, while Spike who was running to a mound got tripped by a third Diamond Dog, while the first to dug up in the mound between Twilight and Rainbow Dash.

"Get them!" Rainbow Dash shouted, charging, provoking Twilight to do the same, but the Diamond Dogs ducked at the last minute causing the two to crash into each other and so it went for hours until the whole group was lying on the ground

"Oh, with all these scary monster popping up everywhere, poor Rarity must be terrified!" Fluttershy said, causing another thought to pop into their heads.

**Thought bubble**

**"Give me the gems!" A Diamond Dog shouted to thought Rarity.**

**"Give me the goods!" Shouted another.**

**"Give me the trinkets!" Shouted a third.**

**"Give us the treasure!" they shouted causing thought Rarity to faint.**

**End thought**

"Poor Rarity, What are we going to do?" Twilight asked.

"I found an open hole!" Phantom shouted, running up.

"We'd better go before they shut it as well." He panted.

"I've got it! I'll save you my sweet!" Spike announced grabbing the jewel Rarity gave him and attaching it to a length of rope to the others confusion and Phantom's amusement.

Seeing what he was doing, Twilight walked up

"Spike, it was very noble of you... She began before Spike shushed her.

"...to sacrifice the gem Rarity gave you." She finished quietly as Spike thought of his daring rescue.

**Thought bubble**

**"Oh Rarity my sweet, have no fear, I shall save you!" Thought Spike said as he held his lance in his muscled arm.**

**"And now you dogs unhand her, you curs!" He shouted causing the dogs to jump out of hiding.**

**"Ah there you are you mangy mutts." taunted thought Spike.**

**"Who are you calling mutts?! shouted a thought Diamond Dog.**

**"Release the hounds!" Another shouted while blowing a dog whistle causing various packs of dogs to attack.**

**Defeating them with a swipe of his lance and a breath of fire, thought Spike cornered the thought Diamond Dogs.**

**"Now, where is lady Rarity." He demanded making them point at a cell.**

**"Knocking them out, thought Spike charged, breaking the door of it's hinges showing thought Rarity in an elegant dress. Her mane flowing in the breeze underneath a ray of light.**

**"Oh Spike! I just knew you'd save me!" She cheered.**

**"Nothing could stop me milady."thought Spike said kneeling.**

**"Oh Spike you, are my hero!" thought Rarity said batting her eyelashes and leaning in for a kiss **

**(AN:if there's any more of this kind of romantic stuff I'm gonna hurl)**

**(CO-AN: I'll get you a bag for it.)**

**Thought end.**

"What is he doing?" Phantom asked, seeing Spike trying to kiss Applejack.

"Woah! Focus there lover boy." She said smacking him awake with a smile.

Seeing what he was doing, Spike chuckled nervously before the rope started yanking him into the hole.

"I've got a bite!" He yelled while Phantom bit his tail stopping him from falling in, which end up pulling him along too.

"Phantom!" Applejack said biting his tail and pulling, followed by Twilight, Rainbow Dash, and Fluttershy, while Pinkie jumped after them, biting Fluttershy's tail and so the rope pulled them from tunnel through tunnel until they came to a stop in heap.

"Aha! It worked! We're in, now we can finally save Rarity!" Spike said jumping to his feet.

"That's great and all, but can you guys get off me?" Phantom whimpered in pain from the weight of four ponies and a dragon on top of him.

"Sorry Phantom." They said helping him up.

"Now which way do we go?" Twilight asked looking at the numerous caves making Spike's eyes widen.

"Nnooooooooooooooooooooooooooooooooooooooooooooooo!" He shouted in horror.

* * *

**Tunnel maze**

"All these tunnels, how are we going to find Rarity?" Twilight wondered as she and the others walked down one.

"Well guess we'll have to start going down them one by one." declared Applejack.

"But that'll take forever!" protested Rainbow Dash.

"You got any better ideas?" Phantom asked.

"No, but there's got to be a way to narrow it down!" Rainbow Dash said, avoiding his gaze, giving Spike an idea.

"That's it! They're diamond dogs, they'll have Rarity down the tunnel with most gems!" He said.

"But how do we do that?" Twilight asked.

"Leave it to me." Phantom said, walking ahead and lighting his horn, making numerous gems glow.

"That's perfect, Phantom!" Spike said jumping on his back.

"We'll save you Rarity! Hold on!" He said as Phantom and the girls ran down the tunnel.

* * *

**Rarity in trouble,**

"Please Diamond Dogs, leave me alone!" Rarity pleaded as she was backed into a wall.

"No!" shouted a Diamond Dog.

"You are our precious pony!" Decleared a second.

"Forever!" laughed the third.

"What do you want from me?" Rarity whimpered.

"The jewels!" The third dog said.

"Yes, the gems!" agreed the first.

"Find them, find them all!" said the second rubbing his paws together.

"Oh? Is that all?" Rarity said cheerfully prepping her magic to locate jewels using a stick she marked it with an X.

"There, found some. Now if you would be so kind as to show me the exit..." She said before gasping at a spear pointed at her.

"Good, now dig them up pony!" said a dog greddily.

"Uh you said you wanted me to find the jewels?" Rarity said in confusion.

"Yes find and then dig." said a dog pointing at the X.

"Dig?" questioned Rarity."

"Yes dig." said another dog getting annoyed.

Rolling her eyes, Rarity started scraping away small clumps of dirt with disgusted groans making the dogs blink in confusion.

"What are you doing? We said dig!" One said getting in her face.

"Forgive me, but prior to you dragging me into this dirt pit. I am a pony petty and I'm not about to chip a hoof because you dislike my style of digging!" Rarity protested before going back to her "digging" making the dogs look at each other.

"Oh for goodness... Fine, stop, stop." One said facepawing in annoyance.

"Dig dogs, dig and fast!" It announced causing three hounds to start digging the gems up, she won't dig.

"She pulls." declared a pair of dogs before putting a rusty harness attached to a cart to her.

"I beg your parden, what pray tell are you doing?" exclaimed Rarity.

"Others will dig, you will haul the wagon." decleared one of the dogs.

"Precious pony petty will be preserved." said the other.

"Well someone needs proper nail care, when was the last time you had a manicure?" Rarity complained.

"Your scratching up my coat with those jagged things!" She complained again.

"Be quiet!" shouted a dog.

"Good grief! What is that smell?!" Rarity asked.

"Smell?" The dog asked, breathing out a green gas.

"Ah! Mystery solved, it's your breath." Rarity said with a smirk, causing it to have a breath check before flopping it's ears at the smell.

"Enough!" It yelled poking it's ears up again.

"Search pony!" He commanded.

"Well if you insist." Rarity sighed, walking along with the wagon placing X's wherever there were gems which caused two dig dogs to start their work.

"I must say the working conditions here are terrible." Rarity stated as she pulled the cart the dampness.

"In here is going to mess up my mane! The air down here is awful and wherever I turn a get a face full of your awful breath!" Rarity complained as two dogs dug at a stalagmite causing the stalactite above to crush them.

"You smell like you haven't bathed in weeks." She continued making a pair of dogs sniff themselves before keeling over water.

"Water, I'm terribly thirsty! May I please have some water." Rarity asked.

"I can't take it anymore! Be quiet pony! shouted a dog grabbing it's ears.

"And that's another thing I would appreciate it if you'd stop calling me pony. I am a lady and I would like to be addressed as such, so you may call me miss or Rarity or miss Rarity she stated.

"Enough!" screamed a dog slapping it's hand over it's ears.

"Your whining it hurts!" It complained.

"Whining? I am not whining, I am complaining, do you want to here whining?" Rarity asked.

"This is whining." She said in a whiny voice.

"Oh this harness is too tight, it's going to chafe can you loosen, it it hurts and it's so rusty, why didn't you clean it first?" She whined making two dogs cover their ears and the third to jump in the cart.

"Oh and this wagons getting heavy, why do I have to pull it?" She whined.

"Enough! Make it stop!" shouted one of the dogs.

"Stop whining!" commanded another.

"But I thought you wanted whining?" Rarity said in a whiny voice.

"We'll do anything pony!" begged one of the dogs, making Rarity glare at him.

"Oh! Ahem, we'll do anything miss Rarity." he said correcting himself.

"Anything?" Rarity asked.

* * *

**10 minutes later**

The three dogs were pulling cart filled with gems while another tired a yellow bow around stalactites, which Rarity stood under sipping out of a golden chalice while a pair of dogs fanned her.

"Oh this water is hardly sparkling, but I guess it will have to do." She said.

"Why are we doing this?" said one of the diamond dogs, pulling the carts when they stopped for a rest.

"To stop the awful noises coming out of her mouth remember?" Reminded another before a paw covered his mouth.

"I know, I know." Sighed the first.

"But this is ridiculous! Letting a pony order us around. What are we mice or dogs?" He asked the other two.

"Mi-Dogs." They answered

"Dogs do not pull, ponies pull." said the first pointing at Rarity.

"Let her make the awful noises, pull the carts." He said before walking up and attaching his harness to Rarity.

"Hey what are you doing?" She asked.

"Hey you spilled my drink." She said at the knocked over chalice.

"Oh not so tight!" She whined.

"Ha! Make the noises all you want, but move or you make them, huttah mule!" The dog said, smacking her flank making her freeze.

"Did you just call me a mule?" Rarity said looking at him with tears in her eyes.

"Mules are ugly, are you saying that I'm ugly?" She asked before laying down and crying.

"What are these noises?" asked the second diamond dog.

"He called me ugly! cried Rarity.

"No Mule, I said mule." The first dog said.

"An old ugly mule and it's true look at me! I used to be beautiful, but now..." She cried.

"No, no you're still beautiful Miss Rarity." said the third dog making the other two nod in agreement.

"You're just saying that!" cried Rarity.

"No, you're still pretty and, and..." said the said the second dog.

"And nice!" finished the first.

"I don't believe you, you never liked me!" She cried, making the dogs cover their ears.

"Oh! I've had just about enough of this!" complained the first dog.

**the group**

"We're getting close, I can feel it." Phantom said as they ran through the tunnels.

"It's coming from down here!" Spike said, hearing Rarity's cries as they ran faster, before stopping at a cavern with a cell.

"She must be in there, let's get her!" Rainbow dash said before dogs jumped up and grabbed them.

"More work horses!" One said as they tied rope around there mouths.

"Hold doggies if you can take this bull by the horns..." Applejack said before bucking everywhere.

"Come on everypony! Lock em up and buck em down." She said getting everyone except Phantom to start bucking.

**5 minutes later**

"Woo-wee! Get out of here doggies!" Applejack shouted before hearing a throat being cleared.

Turning arond, they saw Phantom still being held by a dog.

"Phantom!" Twilight gasped.

"We'll save..." announced Rainbow Dash making, him roll his eyes and kick his hoof back right into the dogs family jewels.

Not only making the dog let go, but also making him incapable of escaping. Tying him up with the rope, Phantom turned to rest of the group who were staring with wide eyes and their jaws on the floor.

Snapping out of her shock, Rainbow Dash asked, "Why didn't we just do that in the first place?!" making the others blush for not realizing how easy it was.

Phantom smirked before hearing a rattling coming from the cell in the cavern. Standing up on Phantom's back, Spike grabbed a stalictite and aimed it at the door.

"I'm coming milady, Hi Oh Phantom away!" Spike cried.

"Ahem!" growled Phantom glaring at Spike.

"Please just let me have this Phantom." He asks.

"Fine." Phantom says, before rearing back and charging at the door crashing through it.

"I'm here to save you Rarity!" Spike decleared before everyone's eyes widened in shock.

"Save, please save us!" begged the diamond dogs.

"Excuse me?" Twilight asked.

"So picky!" said one.

"So critical!" said another.

"We're going to give her back, yes." said the third as Rarity walked with a cart full of gems.

Tossing the stalictite away, Spike jumped off Phantom's back and ran to hug Rarity.

"You're safe!" He said with relief.

"Why yes, hello girls and Phantom, you've arrived just in time to assist me." She said with a smile.

"Assist you with what?" asked Applejack.

"With those!" Rarity said pointing to the carts full of gems.

"You're letting her leave with all these jewels!?" Spike said in shock and hunger.

"Yes take them and her away please!" shouted one of the dogs as they cowered behind a stalagmite.

Looking at each other and smirking, the group each grabbed a cart and walked away leaving the whining dogs with nothing.

* * *

**The surface jewel valley**

"I can't believe you found all these jewels!" Pinkie said as they headed back to town.

"I can't believe you tricked those dogs!" Rainbow Dash laughed.

"Just because I'm a lady doesn't mean I don't know how to handle myself in a sticky situation." Rarity said with a smile.

"No kidding!" Phantom said as the girls forced him to pull two carts under the excuse of "you're stronger than us" by none other than Applejack.

"I had them wrapped around my hoof the entire time." Rarity retorted with a smirk.

"I can't wait to write to Princess Celestia about what you taught me today." Twilight said.

"Me? What did I teach you?" Rarity asked with confusion.

"That she should help her brother when needed." Phantom muttered.

"Just because a pony is a lady doesn't mean she's weak. In fact by using her wits, a seemingly defenseless pony can be the one who outsmarts and outshines them all." Twilight explained

"Mmmf! Outsmarts is right! Now you have enough gems to cover Sapphire Shore's costumes!" Spike said munching on a ruby.

"Not if you eat them all Spike." Rarity said as she took the half eaten ruby before Spike could take another bite.

Causing his jaw to snap closed making the group of friends laugh all the way back to Ponyville.

* * *

**Well after a long time this chapter has finally been finished! I hope you guys like it even if it's not one of my better chapters. Alright now for those who have forgotten and haven't voted the poll for Phantom's pet is on my page please give some love to my beta reader Phantom Fan 21 who edits the chapters and sometimes does one himself and the poll for pairing is on his page. Until next time ETRIGAN THE DEMON OUT!**

Hey, Phantom Fan 21 here. We're sorry for the long wait. I lost my Laptop for three months and got it back after my birthday. Etrigan was having speed problems with his and took him a while to get the speed back. Now hopefully the next couple of chapters will be faster.


	20. green isn't your color

**What's up Etrigan the demon with another chapter, hope you like it. Not much to talk about today, Oh phoenix has been added to the pet poll. Sorry for putting it on so late. Anybody wanting it? So let's get to it.**

* * *

**Chapter 20 Green isn't your color**

**The Spa**

Fluttershy was sitting in the spa reading a magazine when Rarity burst through the door.

"Sorry Fluttershy, I hate being late for our weekly get together." Rarity apologized.

"The usual." She said to the receptionist causing her to gasp and run off to get things ready.

**Steam room 20 seconds later,**

"But you would not believe what happened to me." Rarity continued as one of the twins poured water on the rocks.

"Is everything alright?" Fluttershy asked in concern.

"Oh it's much more than alright! I was walking down the street wearing my latest creation when who should stop me on the street but Photo Finish!" Rarity exclaimed

Photo Finish?!" Fluttershy gasped as the room filled with steam.

**20 seconds later,"**

"She's the most famous photographer in all of Equestria!" Rarity explained as the twins put mud on her face and cheeks of Fluttershy.

"Any who, she saw my hat and said it was absolutely marvelous!" Rarity exclaimed excitedly as the twins put cucumber slices on her eyes.

"She was so impressed that she wants to take pictures at my shop featuring some of my clothes!" Rarity giggled as one of the twins started filing her horn as the other remembering Fluttershy was a pegasus put the other file away.

"That's wonderful." Fluttershy said with a smile.

**20 seconds later,**

Do YoU kNoW wHaT ThIs mEaNS for mY fAshIoN caREEr?" Rarity asked happily as they got massages.

"Oh Rarity, I'm so happy for you." Fluttershy said as her massage was gentler than Rarity's.

**10 seconds later,**

"But I'm going to need some pony fabulous to model for me." Rarity stated as the twins tied her up in seaweed before she jumped into the mud bath.

"Somepony with beauty, somepony with grace, somepony like you." Rarity said softly as the got out to have their manes curled.

"Oh goodness! I don't know." Fluttershy said nervously.

"Oh Fluttershy, this is such a huge opportunity and it would mean so much to me!" Rarity pleaded.

"I'm flattered really." Fluttershy responded.

"No pony is going to have your elegance and poise." Rarity responded.

"But..." Fluttershy tried to say.

"No pony." Rarity concluded.

"There has to be somepony more quali..." Fluttershy tried to say.

"Please?" Rarity said with puppy dog eyes.

"Somepony more into fashion, somepony more comfortable in the spotlight." Fluttershy said letting her mane fall in front of her face.

"Please, please, please, please, PLEASE!" Rarity begged sticking her bottom lip out.

"Oh if it's that important to you." Fluttershy said relenting.

"Oh thank you, thank you, thank you, thank you, you're the best friend a pony could ever have!" Rarity said excitedly.

**3 minutes later,**

"What a wonderful way to spend an afternoon." Fluttershy happily said with a sigh.

"Isn't it though, I was so worried you wouldn't agree to model for me that I felt completely frazzled." Rarity exclaimed putting a hoof on the side of her face.

"I think i feel a pimple coming on," She thought.

"Well only one solution, the usual." She said running back into the spa as the twins rushed to her side happily.

* * *

**At the library,**

Phantom and Twilight were procrastinating. Phantom was reading his forever updating book on the history of the Ghost Zone whilst talking to the Ghost Writer about writing his own. Twilight was reading up on the Elements of Harmony to try and find out how powerful they are.

"Hey Twilight?," Phantom said as the Ghost Writer left, "you ever wonder what happened at Moondancer's party?"

"No, not really." Twilight said calmly, despite hiding her own feelings of guilt (**AN: **foreshadowing LOL)

Phantom was about to say something else, but Pinkie crashed through the door.

"Rarity want's our help! Let's go, let's go, let's go!" She said before bouncing off.

Looking at each other, the siblings shrugged before heading off.

**Later Rarity's Boutique**

"Hmm, she's going to want to see attitude and pizazz." Rarity said walking around.

"A-attitude and um p-pizazz?" Fluttershy repeated nervously as she stood in a purple and black dress.

"More light! It needs to catch the sequins just so or the whole outfit is just a disaster." Rarity directed as Twilight and Phantom lit their horns on either side of the "model".

"Oh Pinkie Pie, the headdress needs more feathers." Rarity called as Pinkie Pie hopped over with the basket.

Reaching the podium, Rarity pulled several pink feathers from the basket and put them on the headdress.

"And more sequins!." she said as making spike dutifully prance over with a love struck look on his face (making Phantom roll his eyes) and a bowl of sequins in his hands.

As he neared, Rarity levitated the sequins onto the podium making Fluttershy squeak slightly.

"And the dress to sparkle and more ribbon!" Rarity said making Spike slap a pair of blue ribbons on to Fluttershy's head with a stupid look on his face.

"Oh less ribbon." Rarity said making Spike take them off.

"No more ribbon." Rarity decided having Spike put the ribbons back on as Rarity walked around inspecting the dress from all angles.

"Oh this hem is completely off." Rarity said.

"PINCUSHION!" She yelled causing Spike to run off and return with several pins in his back.

Taking a few out and shooing him off, Rarity started working on the hem.

"Thank you all for helping me. I'm sorry to be so short with you, but I'm just a little nervous."She said apologizing.

"No worries Rarity, we're happy to help." Phantom said with smile.

"Ooh, doesn't that hurt?" Twilight asked Spike as he backed up.

"Thick scales, can't feel a thing." Spike replied.

"But even if I could there is no pain that could stop me from assisting the most beautiful creature in the world." He said turning back to Rarity making Twilight groan.

"I'm going to tell you two a secret, but you have to promise not to tell anypony." Spike said.

"I promise." Twilight said.

Cross my heart and hope to fly, stick a cupcake in my eye." Pinkie said touching her eyeball.

"Ok." Spike said motioning them to come in closer.

"I have a crush on Rarity." Spike whispered making Pinkie gasp and Twilight to face-hoof.

"We won't say a word." Pinkie said.

"Come on Spike every pony already..."

"Twilight we can't say anything!" Pinkie said cutting the purple mare off.

"He trusts you and breaking a friends trust is the fastest way to lose a friend, forever!" Pinkie said.

"But..." Twilight began.

"Forever!" Pinkie repeated cutting her off again.

"Hey are we talking about Spike's crush on Rarity?" Phantom whispered from behind the dragon making him jump.

"Told you Twilight said with a smile.

"How did you know?" Spike asked.

"Considering how you act about her and the way you started kissing the air last week it was pretty obvious." Phantom said with a smirk.

"Promise me you won't tell anypony!" Spike begged.

"I won't tell any living pony." Phantom declared.

"Why not the ghosts as well?" Spike whined.

"Because your autobiography is being written in the Ghost Writer's library as we speak. Everyone's is, including mine." Phantom explained causing Spike to slouch.

"Plus I think Rarity will be able to figure it out." Phantom added, pointing at Spike who looked down at his shirt with Rarity on it, before the door opened to reveal a cyan pony with a white mane wearing a black and white dress with a pink bow and black glasses with pink lenses.

"I, Photo Finish, have arrived." She said making everypony stare in stunned silence.

"Let me just say what an honor..." Rarity began with a smile on her face before Photo Finish walked right past her.

"We begin now." Photo Finish said as a suitcase her assistant placed on the ground turned into a camera.

"We begin now." She said looking at Fluttershy through the camera.

"Remember attitude and pizazz." Rarity whispered to Fluttershy before dashing off.

"Yes show Photo Finish something." said the cyan pony taking several pictures.

"No." she said when Fluttershy posed like Rarity show her.

"Aah yes." she said when the pink haired mare cowered nervously which got Phantom looking at them strangely as Rarity.

Fluttershy kept copying Rarity's poses only for Photo Finish to reject it then take pictures of Fluttershy's cowering form.

"ENOUGH!" Photo Finish shouts, putting her camera back into her suitcase before turning around and walking to the door.

"She hardly took any pictures." Twilight said in confusion.

"I'm so sorry, I tried my best." Fluttershy said sadly as Rarity put the headdress onto a mannequin.

"Well the headdress is too big for you and the cape had too much sparkle. I can't believe I thought I could impress her." Rarity replied in depression.

"Okay, well, I promised Applejack I'll help out today, so please excuse me." Phantom said walking to the door before he was knocked of his hooves by Photo Finish as she dashed back inside.

"It seems that I, Photo Finish, have found the next fashion star here in Ponyville!" She said.

"Really?" gasped Rarity.

"Yes really and I, Photo Finish, am going to help her shine all over Equestria." She said putting smiles on Fluttershy's and Rarity's faces.

"Tomorrow, a photo shoot in the park. I go Photo Finish said, running off knocking Phantom of his hooves again.

"Did you hear that? I am going to shine all over Equestria!" Rarity said excitedly.

"Oh Rarity, I was so worried I ruined everything!" Fluttershy said with a smile.

"Oh never I knew you'd be perfect!" Rarity said smiling back before jumping up and down in excitement, not realizing she was jumping on Spike's tail before Twilight pulled him away.

* * *

**The park the next day,**

Rarity was pushing a cart full of clothes towards a changing screen in the park. Walking behind it, she proceeded to match clothes with Fluttershy.

"No, no, no, aha!" She said folding the screen revealing Fluttershy in a snazzy white jumpsuit with diamonds.

"That is definitely the one Photo Finish is going to love it, every pony is going to love it." Rarity exclaimed happily as Fluttershy flapped her wings a couple of times.

"Oh I am so excited for you, just don't forget us little ponies when you become the most famous fashion designer in all of Equestria." Fluttershy said with a kind smile.

"Never!" Rarity agreed happily.

"Put me down here." Photo Finish said before stepping off her podium as her two associates rushed to her sides.

"Oh no, no, no, no, no, no, no!" She said upon seeing Fluttershy.

"The model should be in something simple." She continued, turning away.

"Something inspired by the nature." She finished.

"That's just what I was thinking." Rarity said, before looking at her rack.

"Give me a little moment and I'll put a little something together." She said nervously kicking away her clothes rack.

"That will not be necessary." Photo Finish replied.

"But, how will you help me shine across Equestria if I do not design something new for these pictures?" Rarity asked nervously.

"I am not going to help you shine across Equestria. I am going to help her shine." Photo Finish answered pointing at Fluttershy, as her associates pushed her forwards.

"She is my star, you go." She said before turning and leaving Rarity in the park.

**Later,**

"Oh I can't Rarity." Fluttershy said while wearing her dress for the grand galloping gala.

"Oh but you must Fluttershy. Photo Finish wants to make you a star. This is the opportunity of a lifetime!" Rarity replied after hanging up the jumpsuit.

"I know we were hoping it would be my lifetime, but nonetheless you can't through away this chance, you must do this for me." She continued.

"Fluttershy, it is time to make the magic." Photo Finish called.

"Ah wondabar, you are like a delicate flower. So much more alluring without all those sparkles and feathers." She said as Fluttershy walked over leaving Rarity to walk home sadly.

* * *

**Rarity's Boutique**

Rarity was sadly sewing a piece of black fabric when the door opened and Twilight, Spike, Pinkie Pie and Phantom walked in.

"How'd it go, how'd it go?" Pinkie asked jumping up and down.

"It didn't." Rarity said almost monotonly, tying the fabric round her neck.

"Photo Finish wanted to work with Fluttershy and not me!" She explained sadly.

"Oh Rarity, we're so sorry. Is there anything we can do?" Phantom asked.

"I just want to be alone right now." Rarity answered putting the her hood up you.

"Heard her." Spike said as Twilight and Pinkie tried to get closer.

"She wants to be alone." He repeated shooing the three of them out the door.

Looking back at Rarity. he was about to walk over to her when Phantom grabbed his tail and yanked him out of the room.

"What? I didn't think she meant alone, alone." Spike said at the others stern stares.

"She has Opalessence, Spike." Phantom said pointing at the cat sleeping on the bed.

"Oh!" Spike said sadly, that he wouldn't get some time alone with Rarity as they walked away.

* * *

**With Fluttershy**

Fluttershy was getting increasingly nervous as Photo Finish's make-up artists worked too make her look "better" in the loosest sense of the word.

"Too much blush." Photo Finish said, making the assistant wipe it off.

"Not enough Photo Finish said having her put it back on.

This continued for a solid 5 minutes until Photo Finish was satisfied, but all the powder caused Fluttershy to sneeze... gently.

"Even her sneezes are graceful." Photo Finish exclaimed with glee.

"Now go." she commanded making her assistants dash off dropping the make up items on the floor.

"Well how do you feel excited? Overjoyed? Thrilled beyond your wildest dreams?" She asked Fluttershy.

"N-nervous." she replied nervous.

"Don't be ridiculous, you'll only be facing a large crowd of ponies watching your every move and silently judging you." Photo Finish said with a smile not realizing she was making Fluttershy even more nervous than she already was.

Your cue, now go." Photo Finish said knocking Fluttershy onto the stage as music started playing.

Opening her eyes, Fluttershy immediately faced camera flashes and fancy looking ponies all around her.

_'I can't let Rarity down. I must do this. I must.'_ Fluttershy thought as she started her walk down the runway.

Reaching the end, she turned on her side and shut her eyes as the ponies gasped at her.

"So graceful!" said one random pony.

"So glamorous!" said another.

"She's perfect for my new advertisement!" exclaimed Hoity Toity as the camera flashes grew more intense forcing her to walk of stage slightly blinded as the crowd cheered.

And so it went with each new dress Fluttershy modeled her fame grew and soon she was the face of everything. Fashion, Applejack's family apples, Carrot juice, her autobiography was a best seller shooting past even Daring Do's new book, but with every new offer and every new picture Rarity's jealousy grew and grew. Unfortunately for Fluttershy, it wasn't all pictures and apple juice, with her new found fame she couldn't even take a walk through Ponyville without getting chased by fans and cameras. Things got even worse when she asked Phantom for help for when they were seen walking together rumors sprouted about their relationship. Questions got so out of hand that they couldn't stop blushing every time they looked at each other, however, there was nothing they could do to stop it.

* * *

**Later at Rarity's **

Rarity was sewing fabric waiting for nothing, when she heard her door bell ring indicating a customer. Looking over, she sees a cowering Fluttershy hiding from the paparazzi.

"Wow look how...popular you are." She exclaimed monotonously.

"I'm so excited for you. You must be having the best time ever!" She said with her eye twitching.

"Oh yes, best time ever." Fluttershy said sadly before the two heard the door opening again.

"Fluttershy we have a thing at the place." Photo Finish said running in and stopping on the very tip of her hooves.

"I'll see you at the spa, our usual time?" Fluttershy asked nervously. "Of course, I can't wait to hear all about the thing at the place." Rarity said with fake enthusiasm making Fluttershy look at her before she was yanked out the door.

"Oh it should be me getting mobbed by strangers where ever I go." Rarity grumbled. before hearing her door open.

"Welcome to Carousel Boutique." She said to Bon-Bon and Berry Punch.

"Is she still here? We heard Fluttershy was here." Bon-Bon asked as they looked around.

"Sorry you just missed her." Rarity replied sourly.

"But you're still in luck, I'm having a huge sale on some of my best designs." She said brightly

"And you are?" Bon-Bon asked after glancing at Berry Punch for a moment.

"Rarity, of course." Rarity answered.

"Never heard of you." Bon-Bon rudely making her fume.

"I have." Phantom said walking pass the two mares.

"Come on Rarity. Today is the day I help you. Plus Fluttershy not the only who get mobs." He said.

"What do you mean?" Rarity ask.

"You don't want to know." Phantom said, ignoring Bon-Bon and Berry Punch questions.

* * *

**A****rt gallery**

Fluttershy was extremely nervous at the interview. Surrounded by pictures of her.

"As you can see I, Photo Finish, am thrilled to have found her." Photo Finish said putting her hoof around Fluttershy as the cameras flashed.

"She's a natural in front of the camera. I only need to point and shoot and I capture the magic." She continued ignoring Fluttershy.

"Um, Photo Finish, I'm sorry to interrupt, it's just I'm running late." Fluttershy said meekly.

"Oh how could I have forgotten your appearance at the ballet opening. Every pony who's any pony will be there." Photo Finish exclaimed.

"Oh actually, I'm supposed to be meeting my friends." Fluttershy said only for Photo Finish to ignore her and push her off to the center.

* * *

**The Spa**

"Oh my hooves are getting positively pruney. I've been waiting here so long." Rarity complained to Twilight as she soaked in a hot tub.

"Obviously she's too busy with her new career to spend time with her best friend." She sneered.

"I'm sure she just got tied up." Twilight said nervously.

"From where she was sitting I dunno, I think Photo Finish has been getting a bit pushy lately." Phantom thought as he got a massage while reading his book.

"Well of course she did! She's big bright shining star. Well I wish that star would burn out." Rarity said much to the shock of Phantom and Twilight.

"Rarity, Fluttershy is your friend!" Twilight exclaimed in shock.

"I know, I know and I should be happy for her, but instead I'm just jealous." Rarity exclaimed sadly.

"Oh please promise you won't tell her I feel this way." She begged.

"You have my word, losing a friends trust is the fastest way to lose a friend." Twilight said with Phantom agreeing.

"Forever!" Pinkie exclaimed popping out of the sponge basket.

"How long have you been in there?" Phantom asked with a raised eyebrow.

"I don't know." Pinkie said perkily before sinking her head back in as Rarity got out of the hot tub and got changed into her new dress.

"Wow you look amazing kind of like a candy cane sweet and minty fresh." Phantom said his jaw on the floor.

"Fluttershy maybe famous, but that doesn't mean I have to stop looking fabulous." Rarity said with a smile and a slight blush before leaving the siblings alone in the spa at least until Fluttershy flew in.

"Rarity I'm so sorry." exclaimed Fluttershy looking around.

"Oh she's already gone isn't she?" She asked Twilight and Phantom.

"Sorry Fluttershy." Phantom said turning a page in his book.

"Oh I can't believe this I am so frustrated I could just scream." Fluttershy said before doing just that...except it was very quiet.

"Feel better?" Twilight asked when she was done.

"No." admitted Fluttershy.

"Can I tell you two something?"

She asked.

"Of course/absolutely." the siblings said.

"You promise not to tell rarity?" Fluttershy asked.

"We promise." Phantom said.

"Pinkie Pie promise?" Fluttershy asked.

"Cross my heart hope to fly, stick a cupcake in my... AGH!" Twilight said accidentally poking her self in the eye at the last bit.

Taking a deep breath, Fluttershy spilled her guts.

"I don't like, no I hate being a model. All this attention is just awful and I'm only doing it because Rarity said I must." She explained.

"Well, if you want to know the truth..." Twilight began to say before Pinkie poked her head out of the sponge basket a frown on her face before diving back in.

Getting up from his massage and walking over to the hot tub, Phantom poked his head into the sponge basket.

"She's gone!" He exclaimed a confused look on his face.

"What were you about to say?" Fluttershy asked, ignoring Phantom who got knocked over by Pinkie Pie sticking her head out of the basket again.

"Forever." She whispered before disappearing for the third time.

"Nothing." Twilight said nervously.

"I don't know how she does it." Phantom said as he got up and sat on a chair waiting for Twilight to finish.

* * *

**30 minutes later,**

"I was just thinking if you really don't like being a model you can always quit." Twilight said as they walked down the street.

"Oh no, I could never do that. Rarity would be devastated." Fluttershy said while in disguise.

Twilight was about to reply when Pinkie popped out of a nearby apple stand shaking her head she ate the apple before disappearing.

"Oh if only these ponies didn't like me so much. Photo Finish wouldn't want me to model for her, she'd somepony else with the magic." Fluttershy said.

"From my experience, it's never that simple." Phantom said under his breath.

"You're right, you're right!" Twilight said hopping around knocking off Fluttershy's disguise catching the crowds attention and knocking her off her feet.

Lucky Phantom teleported all three of them away.

* * *

**Inside cupcake corner,**

"Don't you see on her own Fluttershy could never do something unattractive, but if I use my magic to help her do something unattractive at her next fashion show no one would ever want her to model again and if she's not a model anymore Rarity won't be jealous and I'll no longer have to keep their secrets, it's the perfect plan !" Twilight told Pinkie as the party pony iced some cupcakes.

"But you can't tell anyone, promise me you won't tell anyone." She asked Pinkie who zipped her lips in reply before going through motions.

"So you do promise or you don't?" Twilight asked in confusion.

"Obviously, that's why I zipped my mouth closed then locked it with a key then dug a hole buried the key then built a house on top of the hole whereI buried the key and moved into the house on top of the hole." Pinkie said with a big grin at the end.

"Obviously." Twilight deadpanned looking at Pinkie strangely.

* * *

**That night at the fashion show backstage,**

"Do you really think it will work?" Fluttershy asked Twilight nervously.

"They love you for being you, so all I have to do is make you not be you just leave to me." Twilight replied before they heard the music being played giving Fluttershy the cue to walk out.

**The fashion show walkway,**

"Alright time to see what all the fuss is about." Rarity said walking in wearing her new dress before gawking at the fact Fluttershy was tripping all over the stage.

"I, Photo Finish, have made a terrible mistake." Photo Finish said as the crowd started booing.

"Bravo, I say bravo." Rarity called out.

"Bravo? Who could possibly say bravo to that horrid display." said a random pony in amazement.

Such attitude, such pizzaz, she's invented in entirely new kind of modelling." Rarity called clapping.

"Who is saying these things?" said another random pony.

"It's her, the unicorn in the gorgeous cape and headdress." gasp the pony next to her.

"Now there's a pony who knows a thing or two about fashion." said a random pegasus.

"Well if that fabulous pony likes it then i do too, bravo." said the first pony clapping starting a chain reaction.

Soon every pony was clapping for Fluttershy causing her to groan sadly.

"It's awful just awful somehow I've become even more popular, oh I'm so frustrated, I could just kick something." Fluttershy said to Twilight before kicking a nearby vase that wobbled before steadying.

"If only Rarity didn't want me to be a model." Fluttershy sighed.

"BUT RARITY..." Twilight shouted before shoving her hoof in her mouth stopping her from saying what she wanted to say.

Then the door burst open.

"Fluttershy are you alright?" Rarity asked running in.

"I'm great, I'm a super famous fashion model, why wouldn't I be great?" Fluttershy lied nervously as Twilight took her foot out of her mouth.

"BECAUSE YOU HAVE..." Twilight shouted before shoving both her hooves in her mouth stopping herself from spilling Rarity's and Fluttershy's secrets.

"Out there on the runway everyone was turning on you and...oh Fluttershy it was so awful. I wanted them to... Rarity admitted sadly, making Fluttershy's eyes widen.

"You did?" She exclaimed in shock as Twilight took both her feet out of her mouth.

"OF COURSE SHE DID SHE..." Twilight shouted before stuffing her mouth full of fruit from the nearby fruit bowl.

"I'M JEALOUS!" Rarity cried out.

"I wanted all the attention and instead it was going to you. I was even hoping that you would do something silly, so your modelling career would be over, but then when I started happening all I could think of was how could I want you to fail at something you love so much." She explained as Twilight spit the fruit out of her mouth.

"BUT FLUTTERSHY DOESN'T..." Twilight cried out before a zipper shut her mouth.

"Sorry about that you two, I had a feeling Twi would do something selfish." Phantom said walking in before dragging Twilight off to the side to start scolding her.

"Love? Oh Rarity I hate being a model." Fluttershy explained.

"You do?" Rarity asked in confusion.

"More than anything." Fluttershy admitted.

"Then why did you keep doing it?" Rarity asked.

"I was afraid if I quit you'd get mad at me for not wanting to shine across Equestria." Fluttershy explained.

"And I was afraid if I told you how jealous I was you'd think I was a bad friend." Rarity explained.

"Never." Fluttershy replied.

"All this time..." Rarity began in understanding.

"If we'd just told each other the truth... I promise never to keep my feelings a secret again." Rarity said.

"Me too." Fluttershy agreed.

'_W__ell except for my feelings about Phantom.' T_hey though in unison.

"Cross my heart and hope to fly, stick a cupcake in my eye." They both said together laughing as good friends do before Photo Finish walked in.

"You were brilliant, brilliant, I've already got six photo shoots lined up for tomorrow alone." She said in excitement.

"I'm sorry Photo Finish, but I'm afraid I won't be able to make any of them." Fluttershy replied smiling at Rarity.

"What?" Photo Finish asked in confusion.

"We go." Fluttershy and Rarity said laughing as they walked past the fashion photographer.

"What has just happened?" She asked the siblings who was still in the room.

"An old friendship being rekindled." Phantom answered with smile as Twilight unzipped her lips.

"SPIKE HAS A CRUSH ON RARITY!" She yelled before her eyes widened in horror.

"And you were doing so well." Pinkie said as she appeared in the dressing room mirror.

"Okay clearly I'm dreaming." Phantom said walking out of the room.

* * *

**Later the spa,**

"Now this is a wonderful way to spend an afternoon." Fluttershy said as she relaxed in the hot tub.

"Isn't it though?" Rarity said from the steam room.

"Without a doubt." Phantom agreed from the massage table as Twilight sat in a tub of water.

"Dear Princess Celestia, being a good friend means being able to keep a secret, but you should never be afraid to share your true feelings with a good friend." She said.

"Did you get all that Spike?" She asked.

"No I did not." He said grumpily.

"I still can't believe you told someone about my secret feelings for Rarity." He said.

"You're right that was wrong of me and i'm very sorry." Twilight said.

_'Even though everypony knows it and don't even think about it Pinkie!' _Phantom added in thought and stop Pinkie Pie from popping up in his mind.

"Apology accepted." Spike replied.

"Now will you take down my letter to Princess Celestia?" Twilight asked.

"I would love to but I'm a little busy at the moment." Spike answered as he fanned Rarity with a love struck look on his face causing the siblings to roll their eyes and laugh.

* * *

**Woo hoo! Finally chapter twenty done! Sorry it took so long guys, with school and the fact my grandma died I really haven't had a lot of time to work on this. Now I don't mind if you want to pay your respects, but don't do any of the "I'm sorry for your loss" just treat this like a normal chapter if you please ETRIGAN THE DEMON OUT.**

Phantom Fan 21 here! Both me and Etrigan has see the trailer for the third Equestria Girls movie and are well aware we have to make Phantom way different the the story and the first two movies. That will be later down the road. Don't forget to vote on both of ours polls. My is Which Mare should Phantom be with and Etrigan is the Phantom's pet. You will find them on our Homepages.


	21. over a barrel

**Once again another chapter ready to be read. Hope you lot enjoy this one on with the show.**

* * *

**Chapter 21 Over a Barrel**

**Western Train 3rd person POV**

In the middle of the west of nowhere, all was peaceful until a train pulled by several ponies thundered down the tracks.

"...and that's when the yellow birdy thought to himself 'Hm my favorite little tree isn't such a little tree anymore.' so she sang her song big and strong and they all lived in that great big tree happily ever after! The end." Applejack said from the caboose of the train before putting the book down and pulling the blankets on the bed up.

"APPLEJACK! WERE YOU READING A BEDTIME STORY TO AN APPLE TREE?!" Rarity shouted in disbelief as Applejack turned to look at her.

"Well being replanted in a whole new place is upsetting for a tree and Bloomberg here is one of my favorites." Applejack said nervously as she stroked the leaves.

"Not fair Applejack you've got a luxurious private sleeper cart for a tree while I am crowded and cramped in the same cart as all the other ponies." complained Rarity.

"How am I supposed to get my beauty sleep?" she asked.

"But Bloomberg's the whole reason we're making this trip. He needs his rest so we can give him as a gift to my relatives in Appleoosa." Applejack countered.

"Hmph! You talk about it as if it's your baby or something." Rarity huffed.

"Who're you callin' a baby? Bloomberg's no baby." Applejack said before hugging it's leaves.

"Don't let wittle wawity make you all saddy waddy. Bloomberg's a big and strong apple tree. yes he is a cootchie cootchie coo." she said creeping Rarity out a little.

"It's wittle Rarity who's all saddy waddy." Rarity huffed before walking back to the other cart leaving Applejack cuddling the tree.

Just missing Phantom laughing his flank off.

* * *

**That night**

The other mane seven, excluding Rarity and Phantom, were chatting excitedly about the trip.

"Why can't they be this loud in the morning?" Rarity muttered trying to sleep.

"Do you guys mind? I was up early fire roasting those snacks you're eating and I'm pooped." Spike said from his bed underneath Rarity's.

"I'm with him, uprooting Bloomberg took a lot out of me." Phantom exclaimed with slight bags under his eyes from his bed above Twilight's.

"Speaking of, some of these kernels didn't get popped." Rainbow Dash said, ignoring Phantom much to his dismay.

"Ok, fine!" Spike groan before breathing his fire and burning the bag of popcorn narrowly avoiding burning Rainbow Dash.

"Now, good night!" He said before curling up back under his sheet.

"Uh, maybe it's time we all got a little shut eye. We've got a big day a head of us tomorrow." Twilight said before turning off the lamp.

_'Finally!' _Phantom thought pulling his sheet up and shutting his eyes as Spike snored and the girls whined.

"Hey Pinkie Pie are you asleep yet?" Rainbow asked.

"Nope! Are you asleep yet?" was the reply.

"If I was asleep how could I have asked you if you were sleeping?" deadpanned Rainbow before lighting a candle and getting out of bed.

"Oh yeah! Good point!" Pinkie giggled.

"When we get to Appleoosa do you think we'll have to carry that heavy tree all the way from the train to the orchard?" Rainbow asked.

"What tree, you mean Bloomberg?" Pinkie asked.

"No I mean Fluttershy." Rainbow replied with an eye roll.

"Fluttershy's not a tree silly." Pinkie replied.

"What's going on?" Twilight asked.

"Rainbow Dash thinks Fluttershy's a tree." Pinkie explained.

"I do not think she's a tree!" protested Rainbow Dash.

"Did you say she was a tree?" Twilight questioned.

"No, well yes, but not like that." Rainbow said.

"You know she's not a tree right?" Twilight asked.

"I'd like to be a tree." Fluttershy commented.

"Oh for pete's sake!" Spike said before grabbing his pillow and heading to the caboose.

"Well that was kind of huffy." Twilight said.

"With good reason too." Phantom replied angrily, heading after Spike.

"What's his problem?" Rainbow dash asked.

"Would you all be quiet now?!" shouted Rarity before anyone could answer, scaring them before they blew out the candle for the final time that night.

**The Caboose**

Bloomberg? Bloomberg can I come in? Thanks." Spike whispered before getting into the bed the tree was lying in.

"Sorry I tend to snore a bit." He said shutting his eyes before opening them and seeing Phantom conjuring a bed in the room as well.

"Why are you in here Phantom?" He asked.

"I need sleep and I won't get it in there." Phantom replied before laying his head on the pillow and falling asleep causing Spike to shrug and do the same.

* * *

**The next morning,**

Rainbow Dash was sleeping peacefully when a sudden rumble caused her to fall off the bed.

"What is that?" The others asked before looking out the window.

"It's a buffalo stampede." Twilight said as they watched them run alongside the train.

"I just love their accessories." Rarity said looking at their feathers.

"Their getting awfully close to the train." Twilight said with a growing feeling of worry, before the buffalo's started ramming the train and the ponies that pulled it.

All the while Phantom and Spike slept peacefully in the caboose.

"Oh, oh, look, their doing tricks!" Pinkie said excitedly as one of the buffalo's jumped on another, allowing a young buffalo girl to climb onto his back.

"Now do a backflip!" Pinkie said before she jumped onto the train.

"Or just jump." Pinkie said with a smile before the group hears her hooves running along the carriages.

"Something tells me this isn't a circus act." Rainbow Dash says before flying after her.

* * *

**Top of the train,**

"Hey there, where are you headed in such a hurry?" Rainbow Dash asked landing on the roof, only to fly up to avoid getting hit by the running buffalo.

"Wow, you're pretty quick for someone so bulky." She said catching up to her.

"No offence." She added before landing on a cart up ahead.

"I just want to... hey!" Rainbow yelled as the buffalo girl dodged her.

Rainbow growled flying up and landing on another carriage in front of her.

"I'm talking to you!" She yelled before the buffalo jumped over her with a series of flips. (AN: apologies if this is a bit confusing writing a scene with two girls and they don't know the buffalo girls name yet is rather hard.)

"I've got you now." Rainbow said before smacking into a signpost as the buffalo dove down onto the caboose platform watching her with a smug look before detaching the caboose from the train.

As the caboose slowed down, the girl gave a whistle which made the rest of the buffalo turn around and stop ramming the train only to start pushing the caboose away from the tracks.

"They've got Bloomberg!" Applejack cried as the rest of the mane seven poked their heads out the door.

"And Spike!" shouted Twilight seeing said dragon cry out in the window.

The girls were about to panic when they saw Phantom open a window with a scowl on his face as he lit up his horn for an attack.

The buffalo girl jumped through the window and knocked him unconscious much to Twilight's and the others horror, but they could only watch as the train took them further away from their friend and family.

* * *

**Later Appleoosa,**

The girls ran out of the train the moment it stopped only to run into the smiling face of Applejack's cousin.

"Hey there, welcome to Appleoosa!" He said.

"Braeburn listen..." Applejack tried to say.

"Cousin Applejack mind your manners, you have yet to introduce me to your compadre's. Shame on you." He interrupted.

"Braeburn listen, something terrible's happened." Applejack said.

"Terrible's right, your train is a full seven minutes late that's seven minutes less for you to delight in the pleasures and wonders of Appleoosa!" he said before shoving them into the middle of town.

"It boggles the mind how us settler ponies built all this in the past year don't it?" he asked them.

"And as you can see we have all the finest comforts like horse drawn carriages and those over there are horse drawing horse drawn carriages." Braeburn said pointing at said attractions.

"Listen Braeburn... Applejack said snapping out of her shock only for her cousin to push them to the next building.

"And this here's our local watering hole, the Salt Block." he explained before a rather dry mouthed pony was thrown out.

"Over there is the office of Sheriff Silverstar." Braeburn explained pointing at said building, before pushing them to a rather empty part.

"And this is where we have our local wild west dances." He explained as ponies started doing the square dance.

"And there's where we have our mild west dances." He said pointing to the spot where several old ponies dance slowly.

"But Braeburn..." protested Applejack before the were shoved to the final part of the tour.

"And here's the most wonderful sight in Appleoosa, our apple orchard! First harvest should be any day now, good thing too we need that grub to live on." Braeburn said.

"BRAEBURN!" shouted Applejack.

"Yes cuz?" asked Braeburn.

"You have a very nice town and all, but we have a huge problem. Some of our friends are missing!" Applejack explained.

"A stampede of buffalo." Fluttershy said.

"They took Spike." Rarity said.

"And my brother." Twilight added.

"Rainbow Dash went after them!" She continued.

"And we can't find Pinkie Pie." added Fluttershy.

"And we had an apple tree for your orchard, but they took that as well." finished Applejack.

"Did you say buffalo?" asked Braeburn before sighing and walking off.

"Those buffalo, they want us settler ponies to take every single tree you see here off this land and they sure as hay don't want any new ones added in." Braeburn explained sadly.

"But why?" questioned Fluttershy.

"Beats me, we put a lot of hard work into this land so we could feed our town, our families, our foals and now their saying all these trees have to go. T'aint fair." Braeburn answered sadly.

* * *

**Meanwhile in the middle of nowhere,**

"Oh I can't wait to get my hooves on that little buffalo!" Rainbow Dash said angrily as she crept around hiding behind rocks.

"Nobody tricks Rainbow Dash and gets away with it!" She added before bumping into something pink.

"Boo!" shouted Pinkie.

"Ahhh! Pinkie Pie!?" Rainbow Dash asked in confusion and slight anger.

"Oh you caught me, looks like I tricked you and didn't get away with it either, you're good." Pinkie said with her trademark smile.

"Shh! What do you think you're doing? You gotta get out of here." Rainbow Dash said putting her hoof on Pinkie's mouth.

"You're gonna blow my cover." she added peeking over a rock.

"I am?" Pinkie asked cluelessly.

"I'm trying to save Spike." Rainbow admitted.

"OH MY GOSH SO AM I!" shouted Pinkie.

"AND THE MORE OF US THERE ARE OUT HERE THE MORE CHANCES OF US BEING caught..." Rainbow shouted before they realized they were surrounded by buffalo.

"Pinkie run, I'll hold them off!" She said as the buffalo started to charge only to stop at the command of... Spike?

"Dash? Pinkie? What's up?" he said before turning to a buffalo.

"Hey no worries, I know those guys, their cool." He explained.

"If you say so Spike, catch you later bro." One of them said before they ran past Pinkie and Rainbow leaving the two ponies dumbfounded.

* * *

**Later that night,**

"Yeah so they took me and Phantom by mistake and they feel awful about it, poor guys, but it turns out they totally respect dragons so they treat me like an honoured guest." Spike said snapping his fingers making a pair of buffalo place bowls of food in front of Pinkie and Rainbow.

"Still don't like ponies much though, but they like me so it's cool." he said as Rainbow dash kicked her bowl away.

"What about Phantom?" She asked.

"He's tied up in that tent." Spike explained.

"Hey mister, you like gemstones right?" asked the buffalo girl from earlier setting down a bowl of turquoise.

"Woo Hoo!" cheered Spike before scarfing them down.

"Guys this is Little Strongheart." he said introducing them.

"And these are my friends, Pinkie Pie and Rainbow Dash." He said before they heard a commotion from the tent.

"Spike!" said Phantom walking out of the tent he was tied up in.

"Finally out of those ropes." Phantom said stretching as he walked out of the tent.

"What are you doing out of your ropes?" asked Strongheart with a glare and a hint of impressed.

"Being the friend of a zebra has it's benefits." Phantom said walking over to Spike.

"Now why didn't you tell them to release me?" He asked with a glare.

"I...forgot?" Spike said nervously.

Phantom was about to reply, but was tackled by Pinkie and Rainbow hugging him like there was no tomorrow.

"We thought you were hurt." Rainbow said without letting go.

"Nah, but the chief did mention something about marriage. I think I was still a little out of it at the time." Phantom said.

"WHAT?!" shouted Pinkie and Rainbow.

"Um I think it's time they met Chief Thunderhooves." Spike said nervously, before Phantom smack him on the back of the head.

* * *

**5 minutes later,**

The buffalo were standing in a circle with the chief facing the three ponies and dragon with Little Strongheart standing next to him.

"We have a long and winding stampeding trail that we have run upon for many generations my father stampeded on these grounds and his father before him and his father before him..." The chief said unknowingly putting some of the buffalo to sleep.

"I think they get the idea chief." Strongheart said before looking at Phantom again with slight affection in her eyes and a nearly invisible blush on her cheeks.

"Hmm, it is a sacred tradition to run along these grounds every year, but this year these settler ponies, these Appleoosan's." The chief huffed angrily before being stopped by Strongheart.

"They planted apple trees all over it without asking our permission." She explained.

"Well that's not very nice, right guys?" Pinkie asked.

"I'd be a little more sympathetic if they hadn't tied me up for no reason." muttered Phantom as rainbow pouted.

"The ponies refuse to move their trees so we are stuck here and it is not fair." Strongheart complained.

"See Rainbow Dash? They a good reason too." Spike said.

"I'll say they had a good reason, come on we have some apple picking Appleoosa's to talk to." Rainbow said much to the happiness of the buffalo.

"Fine at least I'll be able to tell Twi I'm alright." Phantom said with a sigh.

"Who Twi?" Strongheart asked Pinkie.

"She our friend." Pinkie smile.

* * *

**The next day Appleoosa,**

"Gentler please Applejack." Rarity asked as her saddle bag was tightened.

"Sorry Rarity, but our friends are out there and we've got to be ready for a long hike into buffalo territory if we're gonna save em. Let's go." Applejack said with a bit of worry, only to gasp as their friends stood right in front of them.

"Phantom!" Twilight shouted tackling him with a hug.

"I was worried about you." She said almost crying.

"I know, but I here now and I'm fine." He said comforting his sister as Pinkie was tackled by Fluttershy.

"How'd you escape from the buffalo?" Twilight asked.

"We didn't." Rainbow Dash said as Little Strongheart walked up from behind a rock and nervously stood beside Phantom who looked extremely nervous.

"We promised the buffalo a chance to talk." Pinkie explained.

"We brought our new pal, Little Strongheart here to talk to the Appleoosan's to explain that they need to move the apple tree's off buffalo land."

"Well that's weird because my cousin Braeburn here wants to explain to the buffalo why the apple trees should stay." Applejack said interrupting what her cousin was going to say.

"The land is theirs, you planted the trees not knowing that honest mistake now you just gotta move them that's all." Rainbow Dash said cutting off Little Strongheart.

"Which side do you take Phantom?" Twilight whispered.

"The buffalo raise some good points, but they also tied me up and left in a tent for no reason, so I'm staying out of this argument." Phantom whispered back.

"They busted their rumps here and now their supposed to bust their rumps again just because some buffalo won't stampede somewhere else?" Applejack asked angrily.

"Plant the trees somewhere else!" countered Rainbow Dash.

"Where? It's the only flat land around these parts!" Applejack stated as Phantom brought some popcorn out.

"Where did you get that?" Twilight whispered.

"The Lunch Lady Ghost makes sure I always have some food on me just in case." Phantom replied and offer her some.

"The buffalo had it first!" argued Rainbow Dash.

"The settler ponies need it to live!" countered Applejack.

"Look both the settler ponies and the buffalo have good reasons to use this land. There must be something we can do." Twilight said.

"Hey I've got an idea!" Pinkie said jumping up.

* * *

**Later,**

"This has bad idea written all over it." Phantom said with a sigh looking at the recently built stage before Pinkie poked her head between the curtains and nodded to Spike who started playing music.

**(AN: I hate this part) (song start)**

"We may be divided but of you all I beg

to remember we're all hooved at the end of each leg.

No matter what the issue come from wherever you please

all this fighting gets you nothing but heart and mouth disease.

Arguing's not the way hey come out and play

it's a shiny new day so what do you say?

You gotta share you gotta care it's the right thing to do

You gotta share you gotta care and there'll always be a way through.

Both our diets I should mention are completely vegetarian

We all eat hay and oats so why be at each others throats.

You gotta share you gotta care it's the right thing to do

and there'll always be a way through."

**(AN: thank god that's over back to the story)**

_'I knew it!'_ Phantom thought with a face hoof .

"ALRIGHT PINKIE, THAT WAS GREAT WHAT A GOOD SONG! RIGHT ON! Spike cheered clapping as everyone else stared on both offended and confused aspahntom smack him in the back of the head.

"It appears that Sheriff Silverstar and I have come to an agreement." said Chief Thunderhooves.

"We have." agreed the sheriff with everypony looking on in hope and excitement.

"That was the worst performance we've ever seen." deadpanned the chief

_'Well we got them to agree on something.' _Phantom thought again.

"The time for action is upon us!" He announced.

"Our stampede will start at high noon tomorrow and if the orchard is still there we'll flatten it and the whole town." He declared.

"And we Appleoosan's say you'd better bring your best cause we'll be ready and waiting." Countered the sheriff.

"Oh that wasn't the message of my song at all." Pinkie said sadly as the two sides ran to get ready.

"Pinkie, not all problems can be solve with a song and dance." Phantom said looking at the two groups.

* * *

**Later,**

Rarity, Fluttershy, Twilight, Applejack, and Phantom could only stare as the ponies of Appleoosa boarded up their windows and started picking the apples as fast as they could.

"I want my kin to have what they need to live, but a storms a-brewin here and I don't like the look of it." Applejack said with her head down.

"We've just gotta talk some sense into them before somepony gets hurt." Twilight said walking over to a pair of ponies.

"Listen maybe if you just reconsider..." She tried to say only to be ignored as they jumped into their house and shut the windows.

"Why won't anybody be rational and reasonable?!" Twilight complained.

"What did you expect, these guys like where they are they aren't going to listen to us or the buffalo." Phantom said calmly as he watched some of them make pies out of the apples they picked before taking a couple and putting them in his bag.

* * *

**The buffalo campsite,**

Pinkie, Rainbow Dash, Spike and Little Strongheart watched as the buffalo sharpened their horns and painted their faces for tomorrows stampede.

"Isn't there someway we can stop this?" Spike asked.

"Unless those settlers remove those trees, I do not think so." Strongheart replied handing him a bowl of turquoise which he sadly began to eat.

"I know you don't want to do this." Rainbow Dash said to the chief.

"But they have taken our land, what would you have me do Rainbow Dash?" asked Chief Thunderhooves.

"I don't know, but it's never too late to think of something." answered Rainbow.

"At noon it will be too late." was the reply.

"One more thing, who was that mare standing next to Phantom?" Strongheart asked.

"Oh, that was Twilight. She his sister." Spike explain.

"Sister? But I thought they were together. You know as a couple?" She said.

Spike spit out his food as Pinkie Pie laugh with Rainbow gagging, leaving Strongheart confuse.

* * *

**Noon the next day,**

"C'mon think." Rainbow Dash grumbled as the mane seven and Spike watched the buffalo ready their charge and the settler's ready their pies.

"He's not gonna do it." Rainbow Dash said happily as Little Strongheart convinced him.

"Oh no!" Phantom said seeing Pinkie in her get up singing that awful song and infuriating the buffalo.

"CHARGE!" shouted the chief before they dashed down the hillside towards the town on their promised stampede.

"Ready, aim, fire! shouted the sheriff making the settler ponies toss the pies into the charging buffalo taking a few of them out of the fight until Chief Thunderhooves charged at Silverstar who to his horror realized he had run out of pies.

Placing his hat over his heart he decide to face his end with dignity until the chief got hit with a pie which mad him fall into the middle of the town to the sorrow and horror of all watching. The ponies placed their hats over the hearts as a sign of respect while the buffalo just cried prompting Spike to do the same until a piece of pie landed on the chiefs tongue which he brought into his mouth having the mane seven watch in barely concealed anticipation.

Getting up, the chief licked it all off his face.

"Yum!" he said happily.

"I have a much better idea!" he said to the rest.

* * *

**Later the orchard,**

Applejack and the rest watched happily as a path through the orchard was cut down.

"We will allow the orchard to stay in exchange for some of it's fruit those delicious apple pies!" Chief Thunderhooves said with glee as his people each came out with their very own apple pie.

"I'd rather eat turquoise any day." Spike said throwing a handful of the gemstone into his mouth.

"Blasphemy!" Phantom joked taking a bite out of a slice of apple pie.

"Bloomberg, this is your new home, mama's so happy!" Applejack sniffed crying slightly as she stared at the tree they brought as Little Strongheart and Chief Thunderhooves nodded to Sheriff Silverstar and Applejack's cousin, Braeburn before running off as Strongheart waved goodbye to her new friends. walking up to Spike, she thanked him for his help before kissing Phantom on the cheek and running after her chief with a blush on her face as Phantom stared after her a blush on his face as the slice of pie lay forgotten on the ground.

_"Dear Princess Celestia,_

_Friendship is a wonderous and powerful thing_

_even the worst of enemies can become friends._

_You need understanding and compromise,_

_You've got to share, You've got to care._

_Your faithful student, Twilight Sparkle."_

"Hey! That's what I!" said Pinkie complained to the amusement of the others.

* * *

**And finally done! You guys wouldn't believe how hard some parts of this were to write. Alright next chapter should hopefully be out next week until then ETRIGAN THE DEMON OUT!**

Hey everyone Phantom fan 21 here, I'm sorry it took so long to do this chapter. When I first work on it, I was almost done and wanted to take a break for a bit and went to save my work so far. Just as I did, Fanfiction log me out! I had to do everything all over again and I hate that! But at long last it done. Also there going to be a running gag in this story, do to how Twilight and Phantom are almost always together, some characters will think that they are a couple. Don't forget to vote on Phantom pet on Etrgan page and how mare Phantom should be with on my page!


	22. a bird in the hoof

**What's up, new chapter. Hope you enjoy, since the timber wolf cub is topping the animal polls, I am considering different kinds of wood for it to be made of. So far I have elder as a consideration if anyone has any suggestions leave them in a review detailing why you think I should pick that wood. one last thing I am also thinking about giving phantom a phoenix pet anyways if you agree or disagree with this well you know what to do. Now on with the show.**

* * *

**Chapter 22 A Bird in the hoof**

**Fluttershy's cottage**

"There you go mister mousey." Fluttershy said with a smile as she pushed a mouse in a wheelchair to it's family.

"Now you stay off that leg and to everything I told you and it will be just as new in no time at all." She said happily as the mouse was wheeled into the hole in the wall before Angel ran into Fluttershy a stopwatch in his hand.

"You found a watch?" Fluttershy asked as angel waved it around.

"You wanna be a watch?" she tried as he mimicked the watch's hands causing him to shake his head in frustration before starting to run in place.

"Oh, you're running, you're running out of time? No, you're late?" She guessed making him nod and point out the door to the clock tower which started to toll.

"Oh I'm late for a very important date, the big brunch for Princess Celestia at Sugar Cube Corner!" She gasped.

"Oh no the Princess is here in Ponyville for a party and we all promised we would be there, but I'm not there! Oh, do I look all right do I need to bring anything maybe I shouldn't go." She worried before a knocking sounded.

"Hey Fluttershy are you home?" Phantom called, walking in.

"Hey Phantom." Fluttershy said meekly.

"Is everything alright?" He asked tilting his head.

"Yes?" She replied though it sounded more like a question than a response.

"Well in that case, I thought I would walk you there." He said with a small smile and a nearly invisible blush, remembering what happened back in chapter 16.

(**H****ey what's up thought I'd add a bit of my own style in here. **GO AWAY PONYPOOL **YOU CAN'T KEEP ME AWAY FOREVER**)

Fluttershy was about to respond when they heard trumpets.

"We'd better hurry." Phantom said, pulling Fluttershy out the door with his magic.

After they left, Angel locked the door and jumped into his basket to sleep.

* * *

**Sugar Cube Corner **

"So what do I have to do to get to be one of the princess's royal guards anyway?" Rainbow Dash asked the guards standing outside the front door.

"Is the pay good?" she asked nudging the right one's armor.

"Hello anybody home?" She asked directly to the left one's face before floating in front of him and staring him in the eyes.

This continued for about 5 seconds before she started making funny faces.

"Ooh! You're good." She said.

"Too good, I'm bored." She continued before dashing inside.

"Here we are." Phantom said walking up.

Panting slightly, he put Fluttershy down before attempting to get through the doors only for the guards to block him with their wings.

"Halt! Who goes there?" They asked, making Fluttershy gulp nervously.

"No one, never mind I'll go home." She said timidly.

"Relax Fluttershy, these hard flanks are just being difficult." Phantom said with a frown.

"Let us through, we are guests." He said.

"Do you have proof?" the guard on the right asked before Twilight walked past.

"It's alright sirs, they're on the list." She said making them lower they're wings.

"Thanks Twi, you know you'd think I'd be recognized a little more, due to being Princess Luna's student." He complained as he and Fluttershy walked in.

"Don't worry about it." Twilight said.

"And it's great that you made it here to Fluttershy. It wouldn't be the same without you." She said looking over the party.

"How's everypony doing, good? Good." Mr Cake asked as he delivered cupcakes that Spike baked with his fire breath.

(**S****ounds disgusting.** I thought I told you to get out of here! **M****ake me! **Fine! *snap* **you broke my leg! **I warned you now leave *punt* **I'LL BE back**)

"Is there anything else we can get you deary, I mean esteemed guest." Mrs Cake asked the princess with a nervous smile.

"Everything is fine Mr and Mrs Cake." Princess Celestia replied with a warm smile.

"Sorry we were late I had to finish with a patient first." Fluttershy exclaimed as Phantom went to talk with the others.

"Oh you and you're tender love and care to little animals, I just know Princess Celestia is going to love that about you. I mean I hope she will, I mean I know she will." Twilight said her eye twitching nervously.

"You're doing it again Twi!" Phantom called from the other side of the room.

"Wow, Twilight I thought I was the only one who got nervous at social gatherings." Fluttershy said.

"It's not that I just want the princess to approve of my friends." Twilight explained.

"But she's met us all before." Fluttershy said confused.

"And read about you in my letters." Twilight added.

"But this is the first time she's spent any real time with you. I want every pony to make a good impression." She explained.

"Well, I'm sure you have nothing to worry about besides it's just a casual get together right?" Fluttershy said with a smile before they heard a shriek.

"Don't touch me! Watch the dress! Careful you're going to spill that on me!" Rarity exclaimed panicking at every little thing that walked by her annoying many of the guests.

(**too prissy ***snap* **AH WEDGIE **man this mousetrap/cage really does work as advertised *puts duct tape on* now you just sit there while we finish this chapter and if you take that tape off I'm going to bury you without your arms ***muffled threats* **good we understand each other)

"RARITY! WILL YOU STOP IT?! JUST RELAX!" Phantom and Applejack shouted at her, causing them to blush at each other afterwords.

"Ah! Oh! What is that, it looks delicious!" She said as Mrs Cake brought a tray of cupcakes up to her.

"Ah! DOES IT STAIN? Keep it away from me!" She said slinking away from the tray.

"Or perhaps not that casual." Fluttershy admitted at the display.

Meanwhile, Applejack was sitting at the table with a napkin around her neck and her hat off.

"Uh, which was the salad and which was the appetizer again and which am I supposed to eat first?" She asked Phantom nervously.

"That's the salad, Applejack." Phantom said, pointing at a bowl of lettuce with a fork he was using to eat a slice of pie.

"Don't worry about the appetizer." He said taking a bite out of a sandwich he grabbed.

"Ok thanks, I guess." She said confused before taking a bite out of an apple cinnamon roll.

"Oh don't worry, Twilight so our friends manners aren't perfect, I'm sure the princess won't notice." Fluttershy said looking at Twilight's worried expression before they spotted Pinkie bouncing around.

"WHOO HOO CUPCAKES, CANDIES AND PIES OH MY!" Pinkie cheered splatting a pie on her face.

"Ooh Chocolate Fountain-y goodness." She said sticking her head under the chocolate waterfall.

"You gonna eat that?!" She exclaimed dashing up to Princess Celestia before scarfing down a cupcake without waiting for a response making Mr and Mrs Cake gasp in horror

"A thousand pardons your majesty!" Mr Cake said placing a cup of tea and a new cupcake in front of the princess while Mrs Cake dragged Pinkie away by the tail.

"That's Pinkie Pie for ya. Always going gaga over sweets." Phantom spoke out loud, making everypony laugh even Celestia chuckled as she drank her tea.

"Empty tea cup at four o clock!" Mrs Cake shouted as the princess placed the cup down.

"I see it honey buns." Mr Cake said before dashing over and filling it up.

"Oh um, thank you." Celestia said.

"Not at all your highness." Mr Cake replied as Celestia drank the refill prompting Mrs cake to fill the cup again.

"Thank you again." Celestia said.

"But of course your majesty." Mrs Cake replied.

This continued for about 5 refills when Celestia faked a drink causing Mr cake to attempt to fill the cup back up only to cause it to overflow a spill on the tablecloth.

"Gotcha." The princess said with a smile at their nervous grins.

"And what about you dear Fluttershy is it." She asked

"Me? yes your highness?" Fluttershy asked.

"I understand from Twilight Sparkle's letters that you enjoy tending to the needs of woodland creatures." Princess Celestia said.

"Yes, I love to take care of animals." Fluttershy replied.

"As do I, as princess I care deeply about all creatures great and small." Celestia said before a vicious coughing from the cage next to her caught Fluttershy's attention.

"Nothing means more to me than the well being of all my subjects." Celestia continued seemingly undisturbed by the sick sounding coughs before a pale rather sick looking bird rested on the perch.

"Ah, Philomena my pet, you're awake do say hello to our gracious hosts." The princess requested only for Philomena to make some more sick noises.

"Oh...my." Fluttershy mumbled at the sight.

"She is quite a sight isn't she?" Celestia asked.

"I've never seen anything like it." Fluttershy replied before a guard came up and started whispering in the princess's ear.

"Really? If I must." She told him.

"I'm sorry everypony I'm afraid I have to cut the party short." She announced causing Twilight to spit out her drink

"Now that's no fun." Phantom whispered to Spike who finished in the kitchen.

"The mayor has requested an audience with me, royal duty calls." Celestia announced.

"Thank you for a wonderful time it was a joy getting to know you all better." She says before walking out leaving Fluttershy staring sadly at Philomena.

"Woo hoo!" Pinkie cheered cartwheeling out the door as Applejack followed licking her lips as she took some of the uneaten foodstuff home.

"Stay right where you are all I want is a clear path to the exit."" Rarity said scarily as she backed towards the door.

"Nobody move and my dress won't get hurt. Stay back, back I say!" She added before heading back to her boutique.

When you see Luna, tell her I say hi!" Phantom call out to Celestia, ignoring Rarity.

* * *

**5 minutes later,**

All the guests had finally left leaving Spike, Phantom and Twilight alone in Sugar Cube Corner.

"Well guys I don't know for sure how things went with the princess, but at least no big disasters happened." Twilight said with a sigh.

"Maybe, but isn't there supposed to be a bird in that cage?" Phantom deadpanned as he pointed to the open and empty cage.

* * *

**Fluttershy's cottage**

"Oh you poor little thing, how did you ever get in such bad position?" Fluttershy asked as she walked in the door with Philomena on her back.

"Don't worry Philomena, I'll nurse you back to health as a favor to the princess, who was obviously far to busy to take care of you properly." She added placing the bird on the couch before it coughed and lay down.

"I'm sure the princess will appreciate the help." Fluttershy said sitting the bird back up only for her to cough and lay back down.

"Oh my, we better get you to bed right away." Fluttershy said picking Philomena up and placing her in a mini bed before pulling a blanket up.

"There." She said putting a thermometer in Philomena's beak.

Two seconds later and she was burning up. Gasping, Fluttershy removed the blanket and put an ice pack on Philomena's head only for the thermometer to drop into the negatives as she started shivering badly. So Fluttershy removed the icepack and replaced the blanket only for the bird to start burning up again, prompting Fluttershy to repeat the processes until the thermometer exploded causing the mercury to spill onto the floor.

"This is far worse than I thought. You need some medicine stat." Fluttershy says as Philomena coughs.

* * *

**30 seconds later**

"Here you go Philomena this will fix you right up." Fluttershy said putting a plate with a big pill on it in front of the bird, only for her to sniff it and stick her tongue out.

"Dr. Fluttershy expected that." Fluttershy said covering the pill in bird seed causing Philomena to eat it like it was the only food left in Equestria.

"Always works." Fluttershy said smirking until she looked at the plate and gasped, the pill was still there.

"Almost always." She sighed looking at the coughing bird.

* * *

**3 minutes later**

"There's nothing like homemade soup to cure what ails you." Fluttershy said blowing on the bowl to cool it off, offering it to Philomena only for her too turn her head at the soup defiantly.

"C'mon now you're not going to get better if you don't cooperate." Fluttershy said before pretending to sip the soup

"Mmm see, it's delicious good and good for you." Fluttershy said only for Philomena to look away once again refusing to eat the soup

"Here comes the choo-choo train! Chugga chugga chugga chugga whoo whoo!" Fluttershy said picking the bowl up and putting under Philomena's beak repeatedly causing her to twist her neck around until she started choking before her body spun around and she fell into the soup bowl face first.

"Oh dear!" Fluttershy said as Philomena raised her head out of the soup.

"Don't worry Philomena, I know what will make you feel better. Wait right here, I have just the thing." Fluttershy said walking away as Philomena fell in the bowl again with a cough.

"Look Philomena, I brought a fellow feathered friend by to cheer you up." Fluttershy said walking back in with a humming bird perched on her front leg as Philomena ate some bird seed out of a bag.

"Hummingway here was sick once too, but he let me help him and got better in no time, didn't you boy?" Fluttershy said as Hummingway rubbed his head against hers before letting out some chirps of agreement.

"Say hello to your new friend Philomena." Fluttershy said prompting Hummingway over to the sick bird landing on her back humming way rubbed his head against her neck.

"Oh look, I think he likes you." Fluttershy said before flying up to meet Hummingway in the air before they both sang.

"Your turn now Philomena. Go ahead, now you can do it." Fluttershy said only for Philomena to puke in her face.

"Um, good try." Fluttershy said wiping her face clean.

* * *

**10 minutes later**

"I know what will clear up that tickle in your throat a humidifier." Fluttershy said turning the machine on.

"Ah, refreshing. How's that feeling for you now Philomena? Better?" Fluttershy asked the towel clad bird as the room filled with steam.

Philomena took a huge breath and Fluttershy smiled hoping that she was getting better until her hopes were dashed as Philomena coughed in her face.

"Ooooohhhhh!" Fluttershy groaned sadly as a few feathers fell off Philomena.

"That's ok, I know lot's of other ways to take care of you. Don't worry your gonna get better." Fluttershy said sweating slightly.

"How about aromatherapy?" She said before setting Philomena in a room of scented candles, however the sickly avian started sneezing the moment she smelt them.

"what about a warm bath?" Fluttershy said placing her in the tub, only for Philomena to somehow drain the water and get bloated because of it.

(**With the power of cartoons**** that's how.** Alright, I'm sick of you Ponypool! Go bug someone else's Fanfiction for a while! **Fine with me! Your hospitality sucks!**** Later! ***jumps in portal* Finally he's gone, I can focus. *gets kicked in privates* **Payback fool! **_C__urse you Deadpool!)_

"Ointment?" Fluttershy tried squirting it onto Philomena's head causing bad spots to breakout on her body.

* * *

**5 minutes later,**

"Scalpel!" Fluttershy said wearing a doctor's headlamp and stethoscope prompting Angel to hand her the required tool.

"Surgical tape!" She requested holding her hoof out as Angel placed said tape in her hoof.

"Feathers!." She gulped sweating before taping them back on to Philomena's body as angel wiped her brow.

"Oh Philomena, I thought it would be easy to nurse you back to health, but I've tried everything I know and look at you you're worse than ever." Fluttershy said sadly as Philomena coughed until the heard a knocking on the door.

Walking over, Fluttershy listened and was about to open it when Twilight opened it herself and casually walked in.

"Hi Fluttershy." She said with a grin before getting thrown back out by Phantom's magic.

"You can't just walk into other people's houses Twi, even they are friends!" He scolded her only for her to walk right past him right back into Fluttershy's house not even listening.

"I just wanted to drop by and say thank you so very much for making such a good impression on the princess today." Twilight said before gasping.

"What is Celestia's pet doing here?" She asked before getting thrown out the house once more before Phantom shut her out.

"Sorry about that Fluttershy." he said walking up

"But she's right, what is Philomena doing in your house?"" He asked.

"I couldn't leave the poor thing there, she needed my help." Fluttershy answered

_'No she didn't.'_ Phantom thought with a facepalm before Twilight burst in.

"Oh no no nononono! This is bad." She said nervously.

"How could I just walk away and not do anything?" Fluttershy protested

"Bu-but she doesn't belong to you!" Twilight shouted.

"I had to do something." Fluttershy replied.

"You know you didn't need to do this right Philomena?" Phantom deadpanned to the bird quietly causing her to smirk and nod her head.

"Without telling anypony? Without asking permission?" Twilight shouted but Fluttershy tried to say before getting interrupted by a cough from Philomena.

" I know you had good intentions, but you have got to return the princesses pet!" Twilight shouted.

"Got any 3's?" Phantom asked Angel before grabbing a card at the rabbit's shaking head.

"You're right, let's go." Fluttershy said sadly as Philomena coughed some more.

"If we hurry we can put her back before any pony realizes she's missing." Twilight said as the put Philomena in a basket on Fluttershy's back and opening the door only to gasp at two of the princess's royal guard.

"We were told we could find Twilight Sparkle and Phantom here." said the first guard.

"Sorry to inform you miss and mister, but the royal pet has gone missing." said the second.

"Really you don't say." Twilight Sparkle said smiling nervously, making her seem suspicious before a cough came from the basket making twilight run over to Fluttershy and start fake coughing making her seem even more suspicious than she already was.

"All right, you win!" Phantom said making them turn their heads to see him throwing some cards on the ground as Angel hopped around in celebration.

"Well you guards better be on your way if your gonna find the princess's missing pet, Philomena was it? Thank you ever so much for keeping me in the loop, bye." Twilight said hurriedly as she pushed them out the door before shutting it in their faces.

Breathing heavily, she dropped to the floor in panic before looking out the window and sighing in relief at the sight of the guards leaving before her eyes widened at Fluttershy walking towards the door.

"What are you doing?!" She exclaimed.

"Going to return Philomena remember?" Fluttershy replied in confusion.

"We can't now!" Twilight shouted as she blocked Fluttershy's way.

"Why not?" asked Fluttershy.

"You have no idea what the princess is going to do if she finds you're the one who took her pet do you!?" Twilight shouted.

"Do you?" Fluttershy replied with an eyebrow raised.

"Well no." Twilight admitted.

"But it can't be anything good." She said as images of outcomes flowed through her mind.

"She might banish you from Equestria or throw you in a dungeon or banish you and then throw you in a dungeon in the place that she banishes you to." She exclaimed.

"Or she'll scold you and Philomena and let you go with a reminder to ask before taking other ponies pets." Phantom deadpanned.

"There's no way that will happen Phantom!" Twilight shouted at him.

"Sometimes I fell I'm the only responsible one in this family." he whispered to Angel who reluctantly nodded his head despite not knowing who Phantom was talking about.

"Do you want to take any chances?" Twilight asked Fluttershy who started pacing around the room.

"All that matters to me is that poor little Philomena here gets well." Fluttershy exclaimed.

"She's not sick she's just old, but she'll probably be up and kicking again by tomorrow." Phantom exclaimed.

"That's ridiculous Phantom, there's no bird that can do that!" Twilight said.

"Why do I even bother!?" Phantom shouted throwing his front hoofs in the air.

"Please Twilight you just have to help me get Philomena healthy again and then everything will be alright." Fluttershy said as Philomena coughed.

"I told you she's not sick she's just old!" Phantom yelled only to be ultimately ignored by the two mares making him slump in frustration prompting Angel to pat his back.

"Did you give her any kind of medicine?" Twilight asked.

"I tried to, but she wouldn't take it." Fluttershy responded.

"Ugh, then you have to make her take it you can't be such pushover Fluttershy you need to show this patient who's the boss make her straighten up and fly right." Twilight said.

"Who's the veterinarian in this town Twilight?" Phantom said angrily at his sisters rudeness only to be ignored again.

"Fine! I know what I have to do." He growled before walking out the door waving good bye to angel.

"She can't fly." Fluttershy argued.

"No excuses!" Twilight exclaimed before opening Philomena's beak and drooping the pill into her mouth.

"Done. Ok, what else?" She asked.

"Well she keeps pulling her feathers off the ones that haven't fallen off from all her coughing, I mean." Fluttershy replied causing Twilight to put a cone onto the poor bird.

"There you go." She said as Philomena tried to take it off.

"I don't think she likes it." Fluttershy said.

"Tough love baby, you want her to get well don't you?" was Twilight's response.

"NEXT!" She exclaimed before they heard a knocking prompting them to hide Philomena in the basket on Fluttershy's back before heading to the door and casually opening it to reveal the 2 guards from earlier.

"Miss Twilight Sparkle, we have been informed that the princesses missing pet is here." They said making the two mares shiver before Philomena jumped out of the basket and ran out the door prompting Twilight and Fluttershy to give chase with the 2 guards chasing them prompting a rather amusing chase around town as Philomena hid from the mares and the mares hid from the guards until the five of them ended up at the town fountain with Philomena perched on top with barely any feathers.

"Alright you two have some explaining to do!" They said rather menacingly.

"But how did you know we had her?" Twilight asked nervously.

"I told them." Phantom said walking up a frown on his face.

"But why?" Fluttershy asked a sad look on her face.

"Because you two weren't listening to me! You can't cure her because she's not sick, she's just old!" He yelled making the two mares shrink in fear as he calms himself down.

"None of that matters anymore she'll be up and kicking by tomorrow." he said.

"But how?" questioned Twilight.

"Because she's a..." Phantom started before getting cut off by a white hoof on his shoulder.

"Now hold on a minute Phantom, it's starting." Princess Celestia said with a smile as they both looked at Philomena.

"OH NO!" Fluttershy yelled as Philomena started falling.

"I'LL CATCH YOU!" She shouted flying forwards only to gasp as Philomena caught on fire and turned into ashes that fell into Fluttershy's hoofs causing her to start crying.

"We're sorry Princess Celestia." Twilight said with her head bowed.

"Oh stop fooling around Philomena, you're scaring everypony." Celestia said to the pile of ashes.

"You know better too." Phantom added causing everyone to stare in shock.

They were about to say something when the ashes started flying up into the air before they came together and in a flash burst apart revealing a beautiful orange and red bird.

"I don't understand, what is that thing? What happened to Philomena?" Fluttershy asked as the bird landed on Phantom's back.

"This is Philomena." Phantom said with a smirk.

"She's quite a sight as I said." Celestia added.

"But nothing unusual for a phoenix right Philomena?" She asked the completely healthy bird which gave a caw of agreement.

"A phoenix?!" Fluttershy said in shock prompting Phantom to explain.

"A phoenix is magical bird every few centuries it will renew itself by shedding it's feathers and bursting into flame before being reborn from the ashes." He elaborated as Philomena flew above

"Rather melodramatic if you ask me." the Princess whispered to Fluttershy with a smirk.

"Which is all just a normal part of their life cycle." Phantom finished as Philomena landed on Celestia's outstretched hoof.

"I'm afraid mischievous little Philomena here took the occasion to have a little fun with you Fluttershy." Celestia explained as a blushing Philomena hid behind her wing.

"Say you're sorry young lady." She added with a stern tone.

"So aren't you going to banish me or throw me in a dungeon or banish me then throw me in a dungeon in the place you banished me to?" Fluttershy asked to the shock of everyone

"Of course not my little pony where on equestria would you get such an idea?" Celestia asked with a smile.

"cough *Twilight* cough!" Phantom said behind his hoof.

"Oh excuse me must be all that dry air." He said with a smirk at Twilight's blushing face.

"Fluttershy really did try to do everything she could to try and take care of Philomena for you." Twilight said.

"Despite my saying she didn't any." Phantom muttered.

"And I do appreciate that your heart was in the right place child, but all you had to do was ask me and I could have told you Philomena was a phoenix and saved you all this trouble." Celestia said with a smile.

"Which reminds me how did you know Philomena was a phoenix Phantom?" Twilight asked.

"I know what a basilisk is why wouldn't I know what a phoenix is? They're in the same book after all." He said with a smile producing a book and handing it to Twilight who looked at the cover and index.

"Birds of legend and where to find them chapter 57 The Phoenix." She read her face steadily growing redder with embarrassment with each word.

"I'm sorry Phantom I should have listened to you." She said bowing her head.

"Me too, Phantom." Fluttershy said her face red as well.

"I've learnt my lesson, next time I'll ask before taking things into my own hoofs." She added.

"Should I write you a letter about that lesson princess?" Twilight asked.

"No that's quite all right, but I think Luna would like to hear of your recent exploits, Phantom." She said with a grin as Phantom nodded with a smile as the guards brought Philomena's cage over.

"By the way Fluttershy I think Philomena left you a gift." Phantom said pointing at her mane causing her to look up and smile at the feather in her hair.

"It's beautiful, thank you Philomena." Fluttershy said with a smile.

"No hard feeling." She finished to the bird in the air happily, unknown to the others however was that Rainbow Dash saw the whole thing and thought of a prank.

Flying up to the airborne bird she whispered in her ear, liking the idea Philomena nodded and landed on her cage lifting her wings she tickled both guards noses sending them into bouts of laughter and breaking their stoic façade making Philomena and Rainbow Dash laugh as they high fived

"Great prank Rainbow Dash! Now let me show you mine." Phantom said with a smirk as he snapped a rope he placed there a couple days earlier bringing a bucket of water balloons down and completely soaking her.

As she wiped her wet mane out of her face they started laughing again causing the princess, Twilight and Fluttershy to start laughing as well.

* * *

**In an unknown location in the ghost zone,**

"He's nearly ready." said a shadowy figure.

"I hope you're right Clockwork." said a one eyed ghost pony as the shadows moved revealing a cyan pony with a scar over his right eye.

**"I HOPE YOU'RE RIGHT"**

* * *

**Okay finally got this chapter up. Sorry it took so long guys I've got no excuse however it might be another couple of months until the next chapter is out do to school and stuff, but I will see if I can't get Phantom Fan 21 to do a couple of chapters and when you get the time go check him out his stories are great and, uh that's all I got. Remember to review what kinds of wood the timber wolf cub should be made out of and a reason why I should choose that wood also review whether or not Phantom should get a phoenix alongside the pet that wins the poll so that's all I have to say. So take care ETRIGAN THE DEMON OUT!**

**Phantom Fan 21:**Due to how busy I was, I really had a hard time finding time to fix this chapter. Took me over a month and I will try to get the next chapter started if Etrigan doesn't start on it already. We both do want to get the first chapter done, but we got things to do in real live too. Please head to my page to vote which mare Phantom should be with.


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